EXHIBIT 4.1


 


 


SALE AND SERVICING
AGREEMENT


 




among


 


WORLD OMNI [SELECT]
AUTO [RECEIVABLES] TRUST 20[    ]-[    ],

Issuing Entity,


 


[WORLD OMNI
[SELECT] AUTO [RECEIVABLES] GRANTOR TRUST 20[    ]-[    ],

Grantor Trust,]


 


WORLD OMNI AUTO
RECEIVABLES LLC,

Depositor,


 


and


 


WORLD OMNI FINANCIAL
CORP.,

Servicer


 


Series 20[    ]-[    ]


 


Dated as of
[    ], 20[    ]


 


 






     


     


    









 


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	6
	Section 3.01	Representations and Warranties
    of World Omni with Respect to each Receivable and the Pool of Receivables	6
	Section 3.02	Repurchase upon Breach; Dispute
    Resolution	10
	Section 3.03	Custody of Receivable Files	13
	Section 3.04	Duties of Servicer as Custodian	14
	Section 3.05	Instructions; Authority To Act	15
	Section 3.06	Custodian’s Indemnification	15
	Section 3.07	Effective Period and Termination	15
	 	 	 
	ARTICLE IV
    ADMINISTRATION AND SERVICING OF RECEIVABLES	16
	Section 4.01	Duties of Servicer	16
	Section 4.02	Collection and Allocation of
    Receivable Payments	17
	Section 4.03	Realization upon Receivables	17
	Section 4.04	Physical Damage Insurance	17
	Section 4.05	Maintenance of Security Interests
    in Financed Vehicles	18
	Section 4.06	Covenants of Servicer	18
	Section 4.07	Purchase of Receivables Upon
    Breach or Extension Beyond Final Scheduled Payment Date	18
	Section 4.08	Servicing Fee	19
	Section 4.09	Servicer’s Certificate	19
	Section 4.10	Annual Statement as to Compliance;
    Item 1122 Servicing Criteria Assessment; Notice of Default	19
	Section 4.11	Annual Independent Certified
    Public Accountants’ Report	20
	Section 4.12	Access to Certain Documentation
    and Information Regarding Receivables	20
	Section 4.13	Servicer Expenses	20
	Section 4.14	Appointment of Subservicer	21
	Section 4.15	Communications Between Noteholders	21
	Section 4.16	Exchange Act Certifications	21



  






    i


     


    

 


	ARTICLE V TRUST
    ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS	21
	Section 5.01	Establishment of Trust Accounts	21
	Section 5.02	Collections	26
	Section 5.03	Application of Collections	26
	Section 5.04	[Reserved]	26
	Section 5.05	Additional Deposits	26
	Section 5.06	Distributions	27
	Section 5.07	Reserve Account	31
	Section 5.08	Statements to Noteholders and
    Certificateholders	32
	Section 5.09	Net Deposits	35
	Section 5.10	Transfer of Certificates	35
	 	 	 
	ARTICLE VI
    THE DEPOSITOR	35
	Section 6.01	Representations of Depositor	35
	Section 6.02	Limited Liability Company Existence	37
	Section 6.03	Liability of Depositor; Indemnities	38
	Section 6.04	Merger or Consolidation of,
    or Assumption of Obligations of Depositor	39
	Section 6.05	Limitation on Liability of Depositor
    and Others	40
	Section 6.06	Depositor May Own Notes	40
	Section 6.07	Security Interest	40
	 	 	 
	ARTICLE VII THE SERVICER 	40
	Section 7.01	Representations of Servicer	40
	Section 7.02	Indemnities of Servicer	42
	Section 7.03	Merger or Consolidation of,
    or Assumption of Obligations of, Servicer	43
	Section 7.04	Limitation on Liability of Servicer
    and Others	43
	Section 7.05	World Omni Not To Resign as
    Servicer	43
	 	 	 
	ARTICLE VIII
    DEFAULT	44
	Section 8.01	Servicer Default	44
	Section 8.02	Appointment of Successor	45
	Section 8.03	Notification to Noteholders
    and Certificateholders	46
	Section 8.04	Waiver of Past Defaults	46
	Section 8.05	Payment of Servicing Fees	46
	 	 	 
	ARTICLE IX
    TERMINATION	 47
	Section 9.01	Optional Purchase of All Receivables	47
	 	 	 
	ARTICLE X MISCELLANEOUS	47
	Section 10.01	Amendment	47
	Section 10.02	Protection of Title to Trust	48
	Section 10.03	Notices	50
	Section 10.04	Assignment by the Depositor
    or the Servicer	51
	Section 10.05	Limitations on Rights of Others	51
	Section 10.06	Severability	51
	Section 10.07	Separate Counterparts	51
	Section 10.08	Headings	52
	Section 10.09	Governing Law	52
	Section 10.10	Assignment by Issuing
    Entity	52
	Section 10.11	Nonpetition Covenants	52
	Section 10.12	Limitation of Liability of Owner
    Trustee[, the Grantor Trust Trustee] and Indenture Trustee	53
	Section 10.13	Regulation AB	54
	Section 10.14	Notices to the Rating Agencies	54


 






    ii


     


    

  


	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]


 






    iii


     


    







 


SALE AND SERVICING AGREEMENT


 


This SALE AND SERVICING AGREEMENT
is dated as of [    ], 20[    ], among WORLD OMNI [SELECT] AUTO [RECEIVABLES] TRUST 20[    ]-[    ], a Delaware statutory trust (the “Issuing
Entity”), [WORLD OMNI [SELECT] AUTO [RECEIVABLES] GRANTOR TRUST 20[    ]-[    ], a Delaware statutory trust (the “Grantor
Trust”),] 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,] 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,] to the Issuing Entity and the Issuing Entity
desires to purchase such receivables; [and]


 


[WHEREAS, the Issuing Entity,
will sell the [Initial] Receivables [and Subsequent Receivables,] to the Grantor Trust and the Grantor Trust will purchase such receivables;
[and]]


 


WHEREAS, the Servicer is willing
to service, to make representations and warranties and to make certain repurchase [or substitution] 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 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 [a] [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 and the Pre-Funding Account]
[and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, [any Reserve Account Subsequent Transfer
Deposit,] [the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit,] 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; 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.


 






    2


     


    

 


Section 2.03       
[Conveyance of Subsequent Receivables]. 


 


(a)  
[During the [Funding Period][Revolving 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)][an amount equal to the aggregate Starting Principal Balance less the Yield Supplement
Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date on
deposit in the Accumulation Account pursuant to Sections 5.06(ii)[[(E)][(G)]] and [(I)], 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(b)), 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;
                                            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.


 






    3


     


    

 


(b)  
During the [Funding Period][Revolving 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][Revolving Period] shall not have terminated;



 


		(ii)	each
                                            of the representations and warranties made by the Depositor pursuant
                                            to Section 3.01(a) and (b) 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;



 






    4


     


    

 


		(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 Contract Rate of the Receivables in the Trust shall not be less than [    ]%,
                                            (B) not less than [    ]% 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 [    ]
                                            months, (D) the weighted average original
                                            term to maturity of the Receivables in the Trust shall not be greater than [    ] months,
                                            (E) not less than [    ]% of Aggregate Starting
                                            Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the
                                            weighted average [FICO score][Vantage Score] of the Receivables in the Trust shall not be
                                            less than [    ] 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)  
[During the 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 Pre-Funding Account Initial Deposit
to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.]/[During the Revolving Period,
the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a), on each Payment Date during the Revolving
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 approximately equal to (but not greater than) the amount of funds
deposited on such Payment Date in the Accumulation Account pursuant to Section 5.06.]


 






    5


     


    

 


ARTICLE III

THE RECEIVABLES


 


Section 3.01       
Representations and Warranties of World Omni with Respect to each Receivable and the Pool of Receivables.


 


(a)       
Representations and Warranties With Respect to each Receivable. On the Closing Date [and each Subsequent Transfer Date],
World Omni, which sold the Receivables specified in the [related] SSA Assignment on such date, hereby represents and warrants to the
other parties hereto, with respect to such Receivables as of the [applicable] Cutoff Date:




 


(i)                
 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 or electronically
authenticated 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 after the Cutoff Date (provided, that the payment in the first or
last month in the life of the Receivable may vary from the level monthly payments) that fully amortize the Amount Financed by maturity
and yield interest at the Annual Percentage Rate or Contract Rate, as applicable.


 


(ii)             
Compliance with Law. To the best of World Omni’s knowledge, each Receivable and the sale of the Financed Vehicle
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
Gramm Leach Bliley 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.


 


(iii)           
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).


 


(iv)            
No Government Obligor. No Receivable is 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.


 


(v)              
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.


 






    6


     


    

 


(vi)            
 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.


 


(vii)             
No Amendments. The Servicer’s computer system does not reflect that any Receivable has been amended such that the
amount of the Obligor’s scheduled payments has been increased.


 


(viii)            
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.


 


(ix)               
No Defenses. The Servicer’s computer system does not reflect that any right of rescission, setoff, counterclaim or
defense has been asserted or threatened with respect to any Receivable.


 


(x)              
No Liens. The Servicer’s computer system does not reflect that any liens or claims have been filed for work, labor
or materials relating to a Financed Vehicle that are liens prior or equal to the security interest in the Financed Vehicle granted by
any Receivable.


 


(xi)               
No Default. No Receivable has a Scheduled Payment for which more than $[40] is more than 30 days past due as of the [applicable]
Cutoff Date, and, except as permitted in this paragraph, the Servicer’s computer system does not reflect that any default, breach,
violation or event permitting acceleration under the terms of any Receivable has occurred and is continuing nor that a 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.


 


(xii)              
Insurance. Under the terms of each Receivable, the related Obligor is required to maintain physical damage insurance covering
the Financed Vehicle and to have World Omni named as the loss payee.


 


(xiii)             
Title. No Receivable has been sold, transferred, assigned or pledged (x) by World Omni to any Person other than the Depositor
or (y) by the Depositor to any Person other than the Issuing Entity.


 


(xiv)             
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.


 


(xv)              One
Authoritative Copy or Original. There is only one “authoritative copy” of any Receivable constituting
 “electronic chattel paper” as defined in the UCC. There is only one executed original of any Receivable constituting
 “tangible chattel paper” as defined in the UCC.


 






    7


     


    

 


(xvi)            
Maturity of Receivables. [In the case of Initial] Receivables, each such] [Each] Receivable has a final maturity date not
later than [    ], 20[    ]. [In the case of Subsequent Receivables, each such Receivable has a final maturity date not later than [    ].]


 


(xvii)           
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 the [Initial] Cutoff Date. [As of the applicable
Subsequent Cutoff Date, each Subsequent Receivable being purchased during the [Funding
Period][Revolving 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.]


 


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


 


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


 


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


 


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


 


(xxii)           
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 or Contract Rate, as applicable.


 


(b)  
Representations and Warranties With Respect to the Pool of Receivables. On the Closing Date [and each Subsequent Transfer
Date], 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, with respect to
such pool of Receivables as of the [applicable] Cutoff Date:


 


(i)                
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.


 






    8


     


    

 


(ii)                
Title. Immediately prior to the transfer and assignment contemplated in the Receivables Purchase Agreement, World Omni
had good and marketable title to the Receivables 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 the Receivables, free and clear of all Liens,
encumbrances, security interests and rights of others; and the transfer has been perfected under the UCC (to the extent a security interest
in such property may be perfected by filing under the applicable 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. Immediately prior to the transfer and assignment
herein contemplated, the Depositor had good and marketable title to the property conveyed to the Issuing Entity pursuant to Section 2.01
or 2.03 of this Agreement, as applicable, 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 the Receivables, free and clear of all Liens, encumbrances,
security interests and rights of others; and the transfer has been perfected under the UCC (to the extent a security interest in such
property may be perfected by filing under the applicable UCC).


 


(iii)              
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.


 


(iv)              
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).


 


(v)              
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.


 


(vi)            
Computer 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.


 






    9


     


    

 


Section 3.02       
Repurchase [or Substitution] upon Breach; Dispute Resolution.


 


(a)  
Investigation of Breach. If World Omni (i) has knowledge of a breach of a representation or warranty made in Section
3.01(a), (ii) receives notice from the Depositor, the Issuing Entity, the Owner Trustee or the Indenture Trustee of a breach of a
representation or warranty made in Section 3.01(a), (iii) receives a Repurchase Request from the Owner Trustee or the Indenture
Trustee for a Receivable or (iv) receives a Review Report that indicates a Test Fail for a Receivable, then, in each case, World Omni
will investigate the Receivable to confirm the breach and determine if the breach has a material adverse effect on the Receivable. None
of the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator
will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required
to be repurchased [or substituted] under Section 3.02(b). The Depositor, the
Servicer or 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(a).


 


(b)   Repurchase
[and Substitution]1. Unless any such
breach shall have been cured by the last day of the second Collection Period following the discovery thereof or receipt of notice
thereof by World Omni as described in Section 3.02(a), World Omni shall be obligated to repurchase [or may substitute] 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 [or substitution] 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. Upon such
repurchase [or substitution], the [Issuing Entity][Grantor Trust] will, without further action, be deemed to have sold and assigned
to World Omni all of the Issuing Entity’s right, title and interest in the Receivable repurchased [or substituted] by World
Omni under this Section 3.02(b) and all security and documents relating to the Receivable. The sale will not require any
action by the [Issuing Entity][Grantor Trust] and will be without recourse, representation or warranty by the [Issuing
Entity][Grantor Trust] except the representation that the [Issuing Entity][Grantor Trust] owns the Receivable free and clear of any
Lien, other than a Lien pursuant to the Basic Documents. On the sale, the Servicer will mark its receivables systems to indicate
that the receivable is no longer a Receivable and may take any action necessary or advisable to evidence the sale of the receivable,
free from any Lien of the Issuing Entity[, the Grantor Trust] or the Indenture Trustee. 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(a) and the agreement contained in this
Section shall be to require World Omni to repurchase [or substitute] Receivables pursuant to this Section, subject to the conditions
contained herein.


 





 






1 Deal specific requirements with
respect to substitutions to be added as appropriate.






    10


     


    

 


(c)  
Dispute Resolution.


 


(i)                
Referral to Dispute Resolution. If the Issuing Entity, the Owner Trustee, the Indenture Trustee, a Noteholder or a Note
Owner (the “Requesting Party”) requests that World Omni repurchase a Receivable due to an alleged
breach of a representation and warranty in Section 3.01(a) (which repurchase request shall provide sufficient
detail so as to allow World Omni to reasonably investigate the alleged breach of the representations and warranties in Section 3.01(a);
provided that with respect to a repurchase request from a Noteholder or a Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) (each, a “Repurchase Request”), and the Repurchase Request
has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been paid-off, satisfied[,
substituted] or repurchased, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Requesting Party may
refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration by filing
in accordance with ADR Rules and providing a notice to World Omni. The Requesting Party must start the mediation (including non-binding
arbitration) or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day
period. World Omni agrees to participate in the dispute resolution method selected by the Requesting Party. However, if the Receivable
subject to a Repurchase Request was part of a Review and the Review Report states no Test Fails for the Receivable, the Repurchase Request
for the Receivable will be deemed to have been resolved.


 


(ii)             
Mediation. If the Requesting Party selects mediation for dispute resolution:


 


(A)            
The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with
the procedures for mediation stated in this Section 3.02(c), the procedures in this Section 3.02(c) will control.


 


(B)             
A single mediator will be selected by the ADR Organization from a list of neutral mediators maintained by it according to the
ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of
experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.


 


(C)             
The mediation will start within [15] days after the selection of the mediator and conclude within [30] days after the start of
the mediation.


 


(D)            
 Expenses of the mediation will be allocated among the parties as mutually agreed by them as part of the mediation.


 


(E)             
If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to binding
arbitration under this Section 3.02(c) or may seek adjudication of the Repurchase Request in court.


 


(iii)           
Binding Arbitration. If the Requesting Party selects arbitration for dispute resolution:


 


(A)            
The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with
the procedures for arbitration stated in this Section 3.02(c), the procedures in this Section 3.02(c) will control.


 






    11


     


    

 


(B)             
 A single arbitrator will be selected by the ADR Organization from a list of neutral arbitrators maintained by it according to
the ADR Rules. The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years
of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will
be independent and impartial and will comply with the [Code of Ethics for Arbitrators in Commercial Disputes] in effect at the time of
the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator
may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.


 


(C)             
The arbitrator will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions,
according to New York law, and will do so at the motion of any party. Discovery will be completed within [30] days of selection of the
arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document
request and [one] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the
additional discovery is reasonable and necessary. Briefs will be limited to no more than [ten] pages each, and will be limited to initial
statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than [60] days after
selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party
for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing
of good cause or due to unavoidable delays.


 


(D)            
The arbitrator will make its final determination no later than [90] days after its selection. The arbitrator will resolve the
dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other
Basic Documents in any way or award remedies not consistent with the Basic Documents. The arbitrator will not have the power to award
punitive damages or consequential damages in any arbitration conducted by it. In its final determination, the arbitrator will determine
and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of
the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in
writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except
for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court
of competent jurisdiction over the parties and the matter.


 


(E)             
By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial
by jury.


 






    12


     


    

 








(F)             
 The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights
is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.


 


(iv)            
Additional Conditions. For each mediation or arbitration:


 


(A)            
Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location
selected by World Omni. Any party or witness may participate by teleconference or video conference.


 


(B)             
World Omni and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a
temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.


 


(C)             
Under no circumstances will the Owner Trustee or the Indenture Trustee, respectively, in its individual capacity be liable for
any costs, expenses or liabilities that could be allocated to the Requesting Party in any mediation or arbitration.


 


(v)              
World Omni will not be required to produce Personally Identifiable Information for purposes of any mediation or arbitration. The
existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature
and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential,
privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep
this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts,
accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section
3.02(c)), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives
a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information
of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the
other party with the opportunity to object to the production of its confidential information.


 


Section 3.03       
Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs,
the [Issuing Entity][Grantor Trust] hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act
for the benefit of the [Issuing Entity][Grantor Trust] 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]:


 






    13


     


    

 


(a)  
 in the case of each Receivable constituting “tangible chattel paper”, the fully executed original Contract of such
Receivable or, in the case of each Receivable constituting “electronic chattel paper”, the “authoritative copy”
(as such term is used in Section 9-105 of the UCC) of the electronic 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


 


(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;


 


provided, that the
Servicer may appoint one or more agents to act as subcustodians of certain items in the Receivables Files so long as the Servicer remains
primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative
copy of a Receivable that is in the form of electronic chattel paper to another person.


 


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][Grantor
Trust] and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable
the [Issuing Entity][Grantor Trust] 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 or others. The Servicer covenants and agrees that it shall
hold the Receivable Files in such a manner as to prevent any other Person from obtaining “control” of any “electronic
chattel paper” included therein (as such terms are used in section 9-105 of the UCC). The Servicer shall promptly report to the
Issuing Entity[, the Grantor Trust] 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[, the Grantor Trust] 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 of the Servicer or a third-party agent
retained by the Servicer as shall be specified to the Issuing Entity[, the Grantor Trust] 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).


 






    14


     


    

 


The Servicer shall provide
to the Indenture Trustee and, following the receipt of a Review Notice, the Asset Representation Reviewer, 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 or the Asset Representations Reviewer is obligated
to conduct a Review, as applicable, 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, the Indenture Trustee or the Asset
Representation Reviewer 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, after receipt of such instruction.


 


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.


 


Section 3.06       
Custodian’s Indemnification. The Servicer as custodian shall indemnify the [Issuing Entity,][Grantor Trust, Grantor
Trust Trustee,] 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 [Issuing Entity,][Grantor Trust, Grantor Trust Trustee,] 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, including, but not limited to, the cost
of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however,
that the Servicer shall not be liable to any such party for any portion of any such amount resulting from the willful misconduct, bad
faith or negligence of such party.


 


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; provided, however, that with respect to “authoritative copies” of the
Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been
terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such
 “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee,
such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In
each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an
authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic
vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original
tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to
the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably
designate.


 






    15


     


    

 


ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES


 


Section 4.01       
Duties of Servicer. The Servicer, for the benefit of the [Issuing Entity][Grantor Trust] (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, 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 Grantor
Trust, the Grantor Trust Trustee,] 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][Grantor Trust] (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 on behalf of the Issuing Entity][Grantor Trust Trustee
on behalf of the Issuing Entity] 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, [Grantor Trust Trustee,] the Indenture Trustee, the Certificateholders or
the Noteholders. The Owner Trustee [and the Grantor Trust 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.


 






    16


     


    

 



 


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 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; provided, however, that if the Servicer
extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final
Scheduled Payment Date for the Class [    ] Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the
last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of
the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled
Payment Date for the Class [    ] Notes occurs, in each case in accordance with the terms of Section 4.07(b). 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) unless the Servicer
is making deposits on a monthly basis as permitted under Section 5.02. 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.


 


(a)  
On behalf of the [Issuing Entity][Grantor Trust], 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.


 






    17


     


    

 


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][, Grantor Trust] 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 Grantor Trust,] the Indenture Trustee, the Certificateholders or the
Noteholders in such Receivable.


 


Section 4.07       
Purchase of Receivables Upon Breach or Extension Beyond Final Scheduled Payment Date.


 


(a)              
The Servicer or the Issuing Entity shall inform the other party and a Responsible Officer of 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.


 


(b)              
In consideration of the purchase of any Receivable pursuant to Section 4.02 or Section 4.07(a), the Servicer shall
remit the Purchase Amount in the manner specified in Section 5.05, and the Servicer shall deliver a revised Schedule of Receivables
to the Depositor and the Trust, which shall reflect the repurchase of such Receivables. Subject to Section 7.02, the sole remedy
of the Issuing Entity, [the Grantor Trust, Grantor Trust Trustee,] 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 or the extension of
a Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class [    ] Notes occurs
under Section 4.02 shall be to require the Servicer to purchase such Receivables. None of the Servicer, the Issuing Entity, [Grantor
Trust, Grantor Trust Trustee,] the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer, the Seller, the Depositor
or the Administrator will have an obligation to investigate whether a breach, extension or other event has occurred that would require
the purchase of any Receivable under Section 4.02 or Section 4.07(a) or whether any Receivable is required to be purchased
under Section 4.02 or Section 4.07(a).


 






    18


     


    

 


Section 4.08       
Servicing Fee. The Servicing Fee for a Payment Date [(other than the Special 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][; provided, further however, that the Servicing
Fee on any Payment Date related to a Collection Period in which Subsequent Receivables were transferred to the Trust shall be prorated
to compensate for those Subsequent Receivables and the portion of the Collection Period for which those Subsequent Receivables were held
by the Trust]. The Servicer shall also be entitled to all 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 [(other than the Special Payment Date)] 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.] [No Servicing Fee
will be payable on the Special Payment Date.]


 


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 [or substituted] by the Servicer or to be
repurchased [or substituted] by World Omni or the Depositor shall be identified by the Servicer by [account][asset] number with
respect to such Receivable (as specified in the Schedule of Receivables). [For the avoidance of doubt, such information shall
include any Benchmark related information required pursuant to Section 8.03 of the Indenture.]


 


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[,] [and] the Indenture Trustee [and the Swap Counterparty] on or before the date that is 90 days
after the end of each calendar year, commencing with the calendar year ended December 31, 20[    ], 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 Indenture 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.


 






    19


     


    

 





(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, 20[    ], 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).


 


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 to the Rating Agencies), the Indenture Trustee[,] [and] the Owner Trustee
and [the Swap Counterparty], 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, 20[    ], 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 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.


 



    20


     


    

 





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 Servicer shall remain obligated and be liable to the Issuing
Entity, [Grantor Trust, Grantor Trust Trustee,] 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 Grantor Trust, the Grantor Trust Trustee,] 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       
Communications Between Noteholders. The Servicer will comply with its obligations under Section 7.02(e) of the Indenture
to include in the Form 10-D filed by the Issuing Entity with the Commission for the Collection Period the information described in such
Section. The Servicer will bear any costs associated with including any such communication in such Form 10-D.


 


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 the Indenture Trustee and in the name of the Issuing Entity 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 the Indenture Trustee and
in the name of the Issuing Entity 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[,] [and] the Certificateholders][Issuing Entity] [and the Swap Counterparty],
shall cause to be established and maintained with the Indenture Trustee and in the name of the Issuing Entity 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[,] [and] the Certificateholders][Issuing Entity] [and the Swap Counterparty].


 






    21


     


    

 





(iv)            
 [The Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with the Indenture Trustee and
in the name of the Issuing Entity 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)              [The Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any,
shall cause to be established and maintained with the Indenture Trustee and in the name of the Issuing Entity 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].]


 


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


 


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


 


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


 






    22


     


    

 


(b)  
Funds on deposit in the Collection Account, the Note Distribution Account[,] [and] the Reserve Account[, the Pre-Funding Account
and the Negative Carry Account][the Accumulation Account] (collectively the “Trust Accounts”) shall be invested by
the Indenture Trustee in Eligible Investments selected by the Servicer[; provided, that, funds on deposit in the Reserve Account shall
be invested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the
Servicer]. In the absence of written direction from the Servicer, such funds shall be invested [in Eligible Investments specified in
clause (i) of the definition thereof][or remain uninvested, in accordance with Section [ ] of the Indenture]. All such Eligible
Investments shall be held by the Indenture Trustee for the benefit of the Noteholders[,] [and] the Certificateholders [and the Swap Counterparty]
[and the Issuing Entity], 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[,] [and] the Note Distribution Account, [the Pre- Funding Account and the Negative Carry Account][and the
Accumulation Account] 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[,] [and] the Note Distribution Account, [the Pre-Funding Account
and the Negative Carry Account][and the Accumulation Account], if any, as applicable, is then maintained and is invested either (i) in
a time deposit of the Indenture Trustee rated at least [    ] by [    ] and [    ] by [    ] (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 [    ] and [    ] or (iii) in Eligible Investments specified in clauses (b), (g) or (i)
of the definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible
Investment) has an applicable maturity date) and be available for redemption and use by the Indenture Trustee on or prior to the relevant
Payment Date. Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in the Trust Accounts in any Eligible Investment
that would not mature or be capable of being liquidated on or prior to 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. Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority
to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of
any Eligible Investments held hereunder, and, in general, to exercise each and every other power or right with respect to each such asset
or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any
securities.


 


(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 [(other than the Reserve Account)] shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Noteholders[,] [and] the Certificateholders [and the Swap Counterparty], as the case may be. [The Reserve Account
shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which
such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s
right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section [2.01(e)]
hereof, including, all funds on deposit from time to time, and all investments, proceeds and income hereof. The Depositor hereby grants
to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right,
title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds
thereof.] If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Servicer (upon written notice from
the Indenture Trustee that such account no longer qualifies) 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 cause the Indenture
Trustee to 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.


 






    23


     


    

 


(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.


 


(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,]
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.


 






    24


     


    

 


(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] and the Trust thereof.


 


(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 $[    ] (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 [    ]% 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 $[    ] (the “Negative Carry Account Initial
Deposit”) from the net proceeds of the sale of the Notes. 


 






    25


     


    

 





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.]


 


(f)   
[Accumulation Account. On or before each Payment Date related to the
Revolving Period and on the first Distribution Date during the Amortization Period, to the extent not used to purchase Receivables pursuant
to Section 2.03, the Servicer will instruct the Indenture Trustee to transfer all amounts in the Accumulation Account to the Collection
Account.]


 


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 and identification 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 Recoveries, both
as collected during the Collection Period. Notwithstanding the foregoing, for so long as the Monthly Remittance Condition is satisfied,
the Servicer shall not be required to remit such collections on a daily basis, but may retain such collections without segregation and
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. In the event that the Servicer is remitting collections on a monthly basis and the Monthly Remittance
Condition shall no longer be satisfied, within 14 Business Days after such event (the Servicer shall be permitted to continue monthly
remittances during such 14-Business Day period), the Servicer shall resume remitting such collections to the Collection Account within
two Business Days after receipt and identification of payment (including proper instructions regarding where to allocate such payment),
unless the Servicer shall satisfy the Rating Agency Condition with respect to continuing monthly remittances. 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       
[Reserved].


 


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. All such deposits shall be made on the Payment Determination Date for the related Collection Period.


 






    26


     


    

 


Section 5.06       
Distributions.


 


(i)                
On or prior to the close of business on each Payment Determination Date [(other than the Special Payment Date)], the Servicer
shall calculate (A) all amounts required to be deposited in the Note Distribution Account, [and] (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][,]
[and] [(D) the net amount payable by or to the Trust under the Interest Rate Swaps] [and (E) all amounts required to be deposited in,
and transferred from, the Accumulation Account].


 


(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:


 


(A) [pro rata to
(a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any and (b)] to the Asset Representations Reviewer,
all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not
previously paid by the Servicer, up to a maximum of $[ ] per calendar year;


 


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


 


(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) 
[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,]
to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount;


 


(F) 
[to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount;]


 






    27


     


    

 





(G) [[during the
Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution
Account, the Noteholders’ Third Priority Principal Distributable Amount;]]


 


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


 


(I)   
[[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,]
to the Note Distribution Account, the Noteholders’ Fourth Priority Principal Distributable Amount;]]


 


(J)   
[to the Note Distribution Account, the Class E Noteholders’ Interest Distributable Amount;]


 


(K) [[during the
Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to the Note Distribution
Account, the Noteholders’ Fifth Priority Principal Distributable Amount;]]


 


(L) 
[to the Note Distribution Account, the Class F Noteholders’ Interest Distributable Account;]


 


(M) 
[during the Revolving Period, to the Accumulation Account, the Parity Reinvestment Amount and, following the Revolving Period,] to
the Note Distribution Account, the Noteholders’ Sixth Priority Principal Distributable Amount;]]


 


(N) to the Reserve
Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount [and to reimburse the
Reserve Account Letter of Credit Bank for any unreimbursed draws];


 


(O) [during the Revolving
Period, to the Accumulation Account, an amount equal to the excess, if any, of the Target Reinvestment Amount minus any amounts allocated
to the Accumulation Account pursuant to clause [(E)],[(G)],[(I)] [and] [(K)] [and] [M] above and, following the Revolving Period,]
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) [and (G)] [and (I)] [and (K)]
[and (M)] above;


 


(P) 
[pro rata 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];


 






    28


     


    

 


(Q)  [(A) on any
payment date prior to the Class [ ] Final Scheduled Payment Date, if the sum of (i) Available Funds remaining after payment of
clauses (A) through (M) above and (ii) the remaining available balance in the Class [ ] reserve account after payment of all amounts
due pursuant to clause [(M)] above, is equal to or greater than the outstanding principal amount of the Class [ ] Notes, principal
of the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes, otherwise, in an amount equal
to Available Funds remaining after payment of clauses (A) through [(M)] above; (B) on the Class [ ] Final Scheduled Payment Date,
principal to the Class [ ] Notes in an amount equal to the outstanding principal amount of the Class [ ] Notes;]


 


(R) 
[to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the
Asset Representations Review Agreement but not paid pursuant to clause (A) above;] [and]


 


(S) 
[to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods;][and]]


 


(T) 
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 ([P]) 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 ([P]) above).


 


[If any Class A-1 Notes remain outstanding after
the [ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the
Special Payment Date (including, without limitation, the amount of any Class [ ] Noteholders’ Interest Distributable Amount due
and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes,
will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date
of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately
preceding sentence will be payable from Available Funds for the regularly scheduled [ ] Payment Date.]


 


(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 of priority:


 


(A)        [pro
rata to (a) the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any, and (b)] to the Owner Trustee,
[the Grantor Trust Trustee,] the Indenture Trustee and the Asset Representations Reviewer, all fees, expenses and indemnities due to
each such party in accordance with the terms of the Basic Documents and not previously paid by the Servicer or the Administrator, as
applicable, on a pro rata basis based on amounts due and payable to each party;


 



    29


     


    

 





(B)       
[pro rata to (a)] the Holders of the Class A Notes, the aggregate accrued and unpaid interest on each Class of the Class A
Notes [and (b) 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 the 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 aggregate Outstanding Amount of such Notes, then to the Holders of the Class A-3
Notes, the aggregate Outstanding Amount of such Notes[,] [and] then to the Holders of the Class A-4 Notes[, the aggregate Outstanding
Amount of such Notes, and then to the Holders of the Class A-5 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 the occurrence of an Event of Default under Section
5.01(a)(i) or (ii) of the Indenture,] to the Holders of the Class B Notes, the aggregate Outstanding Amount of the Class B
Notes;


 


(F)        
[to the Holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes;]


 


(G)       
[to the Holders of the Class C Notes, the aggregate Outstanding Amount of the Class C Notes;]


 


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


 


(I)         
[to the Holders of the Class D Notes, the aggregate Outstanding Amount of the Class D Notes;]


 


(J)         
[to the Holders of the Class E Notes, the accrued and unpaid interest on the Class E Notes;]


 


(K)        [to the Holders
of the Class E Notes, the aggregate Outstanding Amount of the Class E Notes;]


 


(L)        
[to the Holders of the Class F Notes, the accrued and unpaid interest on the Class F Notes;]


 






    30


     


    

 





(M)        
 [to the Holders of the Class F Notes, the aggregate Outstanding Amount of the Class F Notes;]


 


(N)       
[pro rata 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;] [and]


 


(O)        [(A) on any payment
date prior to the Class [ ] Final Scheduled Payment Date, if the sum of (i) Available Funds remaining after payment of clauses (A) through
(M) above and (ii) the remaining available balance in the Class [ ] reserve account after payment of all amounts due pursuant to clause
[(M)] above, is equal to or greater than the outstanding principal amount of the Class [ ] Notes, principal of the Class [ ] Notes in
an amount equal to the outstanding principal amount of the Class [ ] Notes, otherwise, in an amount equal to Available Funds remaining
after payment of clauses (A) through [(M)] above; (B) on the Class [ ] Final Scheduled Payment Date, principal to the Class [ ] Notes
in an amount equal to the outstanding principal amount of the Class [ ] Notes;]


 


(P)        
[to the Reserve Account Letter of Credit Bank, any unreimbursed draws on the Reserve Account Letter of Credit;] [and]


 


(Q)       
[to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior Collection Periods;][and]]


 


(R)         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 [(other than the Special Payment Date), and] 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, based on information contained in the Servicer’s Certificate delivered on the related Payment Determination
Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee in writing to withdraw such amount from the Reserve Account
and apply it as [Total] Available Funds for such Payment Date[; provided that, amounts withdrawn from the Reserve Account shall only
be used in the manner permitted under §246.4(b)(3) of Regulation RR, as determined solely by the Servicer].


 






    31


     


    

 


(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), (E), (F), (G), (H), (I), (J)
[and] (K)] [and (L) and (M)] on such Payment Date [(or, in the case of the Special Payment Date, the full
amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date)], the Servicer, based on the information
contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof,
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) [(or, in the case of the Special Payment Date, to the Holders of the Class A-1 Notes)]. In addition, amounts will be
withdrawn from the Reserve Account as provided in Section 8.02(c) and (d) of the Indenture[; provided, that,
amount withdrawn from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3) of Regulation RR, as
determined solely by the Servicer].


 


(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
[and the final distribution to the Certificateholders], in accordance with the instructions of the Servicer (based on information contained
in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof) the Indenture
Trustee shall distribute any remaining funds in the Reserve Account to the [Certificateholders][Depositor].


 


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]) for the Indenture
Trustee to post on its internet website pursuant to Section 6.06 of the Indenture, the Servicer’s Certificate 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 [(related to the Amortization Period only)];


 


(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 such distribution allocable to the Certificateholders;]


 


(e)  
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;


 


(f)   
the balance of the Reserve Account [and][,] [the amount available for draw under the Reserve Account Letter of Credit] [and the
Class [ ] Reserve Account] on such Payment Determination Date before and after giving effect to deposits and withdrawals to be made on
the immediate following Payment Date, if any;


 


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


 






    32


     


    

 





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


 


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


 


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


 


(k)  
[the Class C Noteholders’ Interest Carryover Shortfall;]


 


(l)  
[the Class D Noteholders’ Interest Carryover Shortfall;]


 


(m)   [the Class E Noteholders’
Interest Carryover Shortfall;]


 


(n)  
 [the Class F Noteholders’ Interest Carryover Shortfall;]


 


(o)  
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;


 


(p)  
delinquency information relating to the Receivables which has a payment of more than $[40] that is more than 30, 60, 90 or 120
days delinquent;


 


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


 


(r)  
[the amount, if any, distributed to the Certificateholders [and the balance of the Certificate after giving effect to all distributions
reported under this clause (p)];]


 


(s)  
the Noteholders’ First Priority Principal Distributable Amount [(related to the Amortization Period only)];


 


(t)  
the Noteholders’ Second Priority Principal Distributable Amount [(related to the Amortization Period only)];


 


(u)  
[the Noteholders’ Third Priority Principal Distributable Amount [(related to the Amortization Period only)];]


 


(v)  
[the Noteholders’ Fourth Priority Principal Distributable Amount [(related to the Amortization Period only)];]


 


(w)   [the Noteholders’
Fifth Priority Principal Distributable Amount [(related to the Amortization Period only)];]


 


(x)  
[the Noteholders’ Sixth Priority Principal Distributable Amount [(related to the Amortization Period only)];]


 


(y)  
the Noteholders’ Principal Distributable Amount [(related to the Amortization Period only)];


 






    33


     


    

 





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


 


(aa)        [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;]


 


(bb)      [for Payment Dates during the [Funding Period][Revolving Period], 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;]


 


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


 


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


 


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


 


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


 


(gg)       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;


 


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


 


(ii)         
a material change in World Omni or the Depositor’s retained interest in the Notes or Certificates;


 


(jj)         
the Interest Rate for each [applicable] Class of Notes for the next Payment Date[, including the applicable Benchmark];


 


(kk)        [whether the Revolving Period has terminated due to the occurrence of an Early Amortization Event;]


 


(ll)          [the amount on deposit in the Accumulation Account after giving effect to changes in the Accumulation Account on the related Payment
Date];


 


(mm)      [the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount and the Subordinate Swap Termination Payment Amount;]
and


 


(nn)        [the Parity Reinvestment Amount, the Target Reinvestment Amount, the amount on deposit in the Accumulation Account].


 






    34


     


    

  


Each amount set forth on the Servicer’
Certificate under clauses [(a), (b), (h), (i), (j), (k) [and] (l)] [and (m) and (n)]
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.


 


[Notwithstanding the foregoing, the Servicer’s
Certificate for the Special Payment Date (if applicable) shall only be required to include such information as may be necessary for the
purpose of directing payment of amounts due to the Holders of the Class A-1 Notes on the Special Payment Date.]


 


[Upon determination by the Administrator (on
behalf of the Issuing Entity) of a Benchmark Replacement or the making of any Benchmark Replacement Conforming Changes, the Issuing Entity
shall also cause the Servicer to include any information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment
and such Benchmark Replacement Conforming Changes provided by the Issuing Entity.]


 


Section 5.09       
Net Deposits. As an administrative convenience, the Servicer will be permitted to make the deposit of collections on the
Receivables 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 Grantor Trust 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], 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.


 






    35


     


    

 


(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 U.S. federal or state income tax attributes of the Notes or the
Certificates.


 






    36


     


    

 



 


(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.


 






    37


     


    

 


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:


 


(a)  
The Depositor shall indemnify, defend and hold harmless the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the
Owner Trustee, the Indenture Trustee[,] [and] the Servicer [and the Swap Counterparty] and any of the officers, directors, employees and
agents of the Issuing Entity, [the Grantor Trust, Grantor Trust Trustee,] 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 Grantor Trust, the Grantor Trust Trustee,] the
Owner Trustee, the Indenture Trustee, the Certificateholders[,] [and] the Noteholders [and the Swap Counterparty] and any of the officers,
directors, employees and agents of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] 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
misconduct, 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[, the Grantor Trust 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 [and in the Grantor Trust Agreement, in the case of the Grantor Trust 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 misconduct, 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 misconduct,
bad faith or negligence (except for errors in judgment) of the Indenture Trustee [or in the case of the Grantor Trust Trustee, shall be
due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Grantor Trust 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.


 






    38


     


    

 


Indemnification under this
Section shall survive the resignation or removal of the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee and the termination
or assignment of this Agreement[, the Grantor Trust Agreement] and the Trust Agreement and shall include reasonable and documented fees
and expenses of counsel and expenses of litigation (including without limitation, any legal fees, costs and expenses incurred in connection
with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification or other obligation
of the Depositor). 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.


 


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 (y) 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(a)
or (b) 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[, the Grantor Trust 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[, the Grantor Trust 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[, the Grantor Trust 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 10.04 hereof.


 






    39


     


    

 


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.


 






    40


     


    

 


(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).


 


(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 U.S. 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.


 






    41


     


    

 


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 Grantor Trust, the Grantor Trust Trustee,] the
Owner Trustee, [the Swap Counterparty,] the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor and any of the
officers, directors, employees and agents of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] 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.


 


(b)  
The Servicer shall indemnify, defend and hold harmless the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the
Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Depositor, the Certificateholders and the Noteholders and any of the
officers, directors, employees and agents of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] 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 misconduct, 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[, the Grantor Trust Trustee] or the Indenture Trustee or the termination
or assignment of this Agreement[, the Grantor Trust Agreement] and the Trust Agreement and shall include reasonable fees and expenses
of counsel and expenses of litigation (including without limitation any legal fees, costs and expenses incurred in connection with any
enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification or other obligation of the Servicer).
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.


 






    42


     


    

 


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[, the Grantor Trust 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 Grantor
Trust Trustee], the Depositor and the Indenture Trustee.


 


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 misconduct, 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[, the Grantor Trust 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[, the Grantor Trust 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.


 






    43


     


    

 


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


 


(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 90 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 at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the
Trust Agreement) of Certificates evidencing at least a majority 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,
(i) if any delay in or failure of performance referred to in clause (a) above shall have been caused by Force Majeure, the five
Business Day grace period referred to in such clause (a) shall be extended for an additional 60 days and (ii) if any delay or failure
of performance referred to in clause (b) above shall have been caused by Force Majeure, the 90 day grace period referred to in
such clause (b) shall be extended for an additional 60 days. 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 Grantor Trust 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.


 






    44


     


    

 


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 at least a majority of the Outstanding Amount of the Controlling Securities, by notice then given in
writing to the Servicer (and to the Indenture Trustee[, the Grantor Trust 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[, the Grantor Trust 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[, the Grantor Trust 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.


 


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[, the Grantor Trust 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[, the Grantor Trust 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 unwilling or 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.


 






    45


     


    

 


(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. The successor Servicer shall not be liable for any actions or inactions of the
predecessor Servicer. Notwithstanding anything to the contrary contained herein or in the Basic Documents, if the Indenture Trustee shall
act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase [or substitution] of the Receivables,
(ii) to pay any fees, expenses and other amounts owing to the Administrator, or (iii) to pay any indemnities owed by the Servicer to another
party under the Basic Documents (other than those resulting from the actions or inactions of the Indenture Trustee as successor Servicer).


 


(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.


 


Section 8.04       
Waiver of Past Defaults. The Holders of Notes evidencing at least a majority 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. If the Servicer shall change, the predecessor Servicer shall be entitled to receive any accrued
and unpaid Servicing Fees through the date of such Successor Servicer’s acceptance hereunder in accordance with Section 4.08.


 






    46


     


    

 


ARTICLE IX

TERMINATION


 


Section 9.01       
Optional Purchase of All Receivables.


 





(a)  
 On the Payment Date [(other than the Special Payment Date)] immediately following (and on each Payment Date thereafter) the last
day of any Collection Period as of which the then outstanding aggregate Principal Balance of the Receivables is [10]% or less of the Aggregate
Starting Principal Balance, the Servicer shall have the option to purchase the [Owner Trust Estate][Grantor Trust Collateral], 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 by the Issuing Entity
to the Asset Representations Reviewer [and all amounts owing to the Swap Counterparty under the Interest Rate Swaps].


 


(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[, the Grantor Trust 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.


 


ARTICLE X

MISCELLANEOUS


 


Section 10.01   
Amendment.


 


(a)  
This Agreement may be amended by the Depositor, the Servicer [and][,] the Issuing Entity [and the Grantor Trust], 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 (including to further prevent or help avoid the application to the Notes or Certificates
of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code) 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 or (ii) an Officer’s
Certificate of the Servicer delivered to the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee and the
Indenture Trustee 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, [the Grantor Trust and
the Grantor Trust Trustee,] with the consent of the Indenture Trustee, the consent of Holders of Notes evidencing at least a
majority of the Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected
materially and adversely, as evidenced by an Officer’s Certificate of the Servicer to that effect delivered to the Indenture
Trustee by the Depositor or (ii) satisfaction of the Rating Agency Condition) and the consent of the Holders (as defined in the
Trust Agreement) of Certificates evidencing at least a majority 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.


 






    47


     


    

 


(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[, the Grantor Trust 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.


 


(e)  
Prior to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the Issuing Entity, [the Grantor Trust
Trustee on behalf of the Grantor Trust] 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[, the Grantor Trust Trustee]
and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s[,
the Grantor Trust 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
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; 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.]


 


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][, the Grantor Trust
Trustee] and of the Indenture Trustee, on behalf of the Holders, 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[, the Grantor Trust 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.


 






    48


     


    

 


(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[, the Grantor Trust Trustee] and the
Indenture Trustee at least [15] 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.


 


(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][Grantor Trust].


 


(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][Grantor
Trust] and has been pledged to the Indenture Trustee.


 


(g)  
Upon request, the Servicer shall furnish to the Owner Trustee[, the Grantor Trust 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][Grantor Trust].


 









    49


     


    

 


(h)  
 The Servicer shall deliver to the Owner Trustee[, the Grantor Trust 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][Grantor
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 20[    ], 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][Grantor 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.


 


(j)    
The Servicer shall deliver to the Owner Trustee[, the Grantor Trust 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][Grantor Trust]
and the Indenture Trustee, on behalf of the Holders, 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
Grantor Trust Trustee], [the Swap Counterparty,] 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, 250 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: [    ], Attention: [    ], (b)
in the case of the Servicer, World Omni Financial Corp., 250 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: [    ],
Attention: [    ], (c) in the case of the Issuing Entity or the Owner Trustee, at its Corporate Trust Office, Telecopy: [    ] with a
copy to Telecopy: [    ], Email: [    ], [(d) in the case of the Grantor Trust or the Grantor Trust Trustee, at its Corporate Trust
Office, Telecopy: [    ] with a copy to Telecopy: [    ], Email: [    ],] (e) in the case of the Indenture Trustee, at its Corporate
Trust Office, Telecopy: [    ], Email: [    ], [and] (f) 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 (g) in the case of the Swap Counterparty, to [    ]]; 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.


 






    50


     


    

 


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 Grantor Trust, the Grantor Trust Trustee,] 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 Grantor Trust Collateral] or under or in respect of this Agreement
or any covenants, conditions or provisions contained herein[, provided, however, that the
Swap Counterparty 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].


 


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; Electronic Signatures. 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. Each of the parties agree that this Agreement and any other documents to be delivered in connection herewith may be
electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures
provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents are the same as
handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic
signature to, or a signed copy of, this Agreement and such other documents may be made by facsimile, email or other electronic
transmission; provided, however, that upon the request of the Indenture Trustee, any electronic signature delivered pursuant to this
Section 10.07 shall be followed with a manually executed, original counterpart within a reasonable period of time following such
request, to the extent such manually executed, original counterpart shall be required by applicable law or a regulatory body having
supervisory authority over the Indenture Trustee. The Indenture Trustee[, the Grantor Trust Trustee] and Owner Trustee shall not be
liable for, and shall be indemnified and held harmless under the applicable Basic Document against any loss, liability or expense
arising out of the use of electronic or digital signatures and electronic methods of submission with respect to this Agreement, the
Basic Documents and any documents or notices delivered to the Indenture Trustee[, the Grantor Trust Trustee] or Owner Trustee
pursuant to this Agreement or the related documents, including the risk of the Indenture Trustee[, the Grantor Trust Trustee] or
Owner Trustee acting on any unauthorized instructions and the risk of interception and misuse by third parties.


 






    51


     


    

 


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 [and the Grantor Trust] 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 [and the Grantor Trust], acquiesce, petition
or otherwise invoke or cause the Issuing Entity [or the Grantor Trust] to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Issuing Entity [or the Grantor Trust] 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[, the Grantor Trust] or any substantial part of their property, or ordering the winding up or liquidation of the
affairs of the Issuing Entity [or the Grantor Trust].


 


(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.


 






    52


     


    

 


(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[, the Grantor Trust 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, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations
or warranties made by the Issuing Entity in this Agreement, and (v) 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.


 


(b)   [It
is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Grantor Trust
Trustee, not individually or personally but solely as Grantor Trust Trustee, in the exercise of the powers and authority conferred
and vested in it under the Grantor Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the
part of the Grantor Trust is made and intended not as personal representations, undertakings and agreements by the Grantor Trust
Trustee, but is made and intended for the purpose of binding only the Grantor Trust, (iii) nothing herein contained shall be
construed as creating any liability on the Grantor Trust Trustee, individually or personally, to perform any covenant of the Grantor
Trust, either expressed or implied, contained herein, all such liability of the Grantor Trust Trustee 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,
(iv) the Grantor Trust Trustee has made no investigation into the accuracy or completeness of any representations or warranties made
by the Grantor Trust in this Agreement, and (v) under no circumstances shall the Grantor Trust Trustee be personally liable for the
payment of any indebtedness or expenses of the Grantor Trust under this Agreement or any other related documents.]


 






    53


     


    

 


(c)  
Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by [    ], not in its individual capacity
but solely as Indenture Trustee and in no event shall [    ] 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. For all purposes of this Agreement, the Indenture Trustee
shall be entitled to all rights, privileges, benefits, protections, immunities, and indemnities provided to it under the Indenture.


 


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.


 


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.


 






    54


     


    

 





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 [SELECT] AUTO [RECEIVABLES]
	 	TRUST 20[    ]-[    ]
	 	 
	 	by: [    ],
	 	not in its individual capacity
	 	but solely as Owner Trustee
	 	 
	 	By:   	                              
	 	Name:
	 	Title:
	 	 
	 	[WORLD OMNI [SELECT] AUTO [RECEIVABLES]
	 	GRANTOR TRUST 20[    ]-[    ]
	 	 
	 	by: [    ],
	 	not in its individual capacity
	 	but solely as Grantor Trust Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:]
	 	 
	 	WORLD OMNI AUTO RECEIVABLES LLC,
	 	as Depositor
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	WORLD OMNI FINANCIAL CORP., as Servicer,
	 	and, with respect to Sections 3.01 and 3.02,
	 	individually
	 	 
	 	By:	 
	 	Name:
	 	Title:



 






      


     


    

 


	Acknowledged and agreed to as of the day	 
	and year first above written:	 
	 	 
	[    ]	 
	not in its individual capacity but solely as	 
	Indenture Trustee	 
	 	 
	By:   	                         	 
	Name:	 
	Title:	 




 






    56 


     


    

 


SCHEDULE A


 


Schedule of Receivables


 


Documents on file at:


 


Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654








 






    Sch. A


     


    

 


SCHEDULE B


 


Location of Receivable Files


 


World Omni Financial Corp.

6150 Omni Park Drive

Mobile, AL 36609


 


RecordMax LLC

2051 West I-65 Service Rd. N.

Mobile, AL 36618


 


HP Enterprise Services LLC


5400 Legacy Dr


Plano, TX 75024


 


RouteOne LLC


31500 Northwestern Hwy Ste 200


Farmington Hills, MI 48334


 






    Sch. B


     


    

 





EXHIBIT A



Form of Distribution Statement to Noteholders 


 


World Omni Financial Corp.


 


World Omni [Select] Auto [Receivables] Trust 20[    ]-[    ] Payment
Date Statement to Noteholders



Available Funds


 


	Class A-1[a/b] Notes: 	($_______ per $1,000 original principal
    amount)
	Class A-2[a/b] Notes: 	($_______ per $1,000 original principal amount)
	Class A-3[a/b] Notes: 	($_______ per $1,000 original principal amount)
	Class A-4[a/b] Notes: 	($_______ per $1,000 original principal amount)
	[Class A-5[a/b] Notes:	($_______ per $1,000 original principal amount)]
	Class B[a/b] Notes: 	($_______ per $1,000 original principal amount)
	[Class C[a/b] Notes: 	($_______ per $1,000 original principal amount)]
	[Class D[a/b] Notes: 	($_______ per $1,000 original principal amount)]
	[Class E[a/b] Notes: 	($_______ per $1,000 original principal amount)]
	[Class F[a/b] Notes: 	($_______ per $1,000 original principal amount)]



 


Outstanding Amount

Class A-1[a/b] Notes

Class A-2[a/b] Notes

Class A-3[a/b] Notes

Class A-4[a/b] Notes


[Class A-5[a/b] Notes]

Class B[a/b] Notes


[Class C[a/b] Notes]


[Class D[a/b] Notes]


[Class E[a/b] Notes]


[Class F[a/b] Notes]



Note Pool Factor

Class A-1[a/b] Notes

Class A-2[a/b] Notes


Class A-3[a/b] Notes


Class A-4[a/b] Notes


[Class A-5[a/b] Notes]

Class B[a/b] Notes


[Class C[a/b] Notes]


[Class D[a/b] Notes]


[Class E[a/b] Notes]


[Class F[a/b] Notes]





 






    Ex. A


     


    

 


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 [Select] Auto [Receivables] Trust 20[    ]-[    ] Monthly Servicer’s Certificate


 


	World Omni [Select] Auto [Receivables] Trust 20[    ]-[    ]	 	 	 	 	 	 	 	 
	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 [or Substituted] Accounts	 	 	 	 	 	 	 	 
	Yield Supplement Overcollateralization Amount at mm/dd/yy	 	 	 	 	 	 	 	 
	Pool Balance at mm/dd/yy	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Pool Statistics	 	 	$
                                            Amount	 	 	 	#
                                            of Accounts	 
	Pool Factor	 	 	 	 	 	 	 	 
	Prepayment ABS Speed	 	 	 	 	 	 	 	 
	Aggregate Starting Principal Balance	 	 	 	 	 	 	 	 
	Pre-Funding Contracts added mm/dd/yy	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Delinquent Receivables:	 	 	 	 	 	 	 	 
	Past Due 31-60 days	 	 	 	 	 	 	 	 
	Past Due 61-90 days	 	 	 	 	 	 	 	 
	Past Due 91-120 days	 	 	 	 	 	 	 	 
	Past Due 121 + days	 	 		 	 	 	 	 
	 Total	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total 31+ Delinquent as % Ending Pool Balance	 	 	 	 	 	 	 	 
	Total 61+ Delinquent as % Ending Pool Balance	 	 	 	 	 	 	 	 
	Delinquency Trigger Occurred	 	 	 	 	 	 	 	 



 






    Ex. B-1


     


    

 


	Recoveries	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Aggregate Net Losses/(Gains) - mm/yyyy	 	 	 	 	 	 	 	 
	Ratio of Net Loss to the Receivables Balance	 	 	 	 	 	 	 	 
	as of beginning of Collection period (Annualized)	 	 	 	 	 	 	 	 
	Current Net Loss Ratio	 	 	 	 	 	 	 	 
	Prior Period Net Loss Ratio	 	 	 	 	 	 	 	 
	Second Prior Period Net Loss Ratio	 	 	 	 	 	 	 	 
	Third Prior Period Net Loss Ratio	 	 	 	 	 	 	 	 
	Four Month Average	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Cumulative Net Loss as a % of Aggregate Starting Principal Balance	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Overcollateralization Target Amount	 	 	 	 	 	 	 	 
	Actual Overcollateralization	 	 	 	 	 	 	 	 
	Weighted Average Contract Rate	 	 	 	 	 	 	 	 
	Weighted Average Contract Rate, Yield Adjusted	 	 	 	 	 	 	 	 
	Weighted Average Remaining Term	 	 	 	 	 	 	 	 



 





	Flow of Funds	 	 	$ Amount	 
	Collections	 	 	 	 
	Investment Earnings on Cash Accounts	 	 	 	 
	Servicing Fee	 	 	 	 
	Interest Rate [Swap][Cap] Receipt (if any)	 	 	 	 
	Transfer to Collection Account	 	 	 	 
	Available Funds	 	 	 	 





 






    Ex. B-2


     


    

 


	Distributions of Available Funds
	    [(1(a)) Monthly Swap Payment Amount (if any)]
	    [(1(b)) Asset Representation Reviewer Amounts (up to $[  ] per calendar year)]
	    [(2(a))]  Class A Interest
	    [(2(b))  Senior Swap Termination Payment Amount]
	    [(3)]  Noteholders’ First Priority Principal Distributable Amount
	    [(4)]  Class B Interest
	    [(5)]  Noteholders’ Second Priority Principal Distributable Amount
	    [(6)  Class C Interest]
	    [(7)  Parity Reinvestment Amount]
	    [(8)  Noteholders’ Third Priority Principal Distributable Amount]
	    [(9)  Class D Interest]
	    [(10)  Noteholders’ Fourth Priority Principal Distributable Amount]
	    [(11)  Class E Interest]
	    [(12)  Noteholders’ Fifth Priority Principal Distributable Amount]
	    [(13)  Class F Interest]
	    [(14)  Noteholders’ Sixth Priority Principal Distributable Amount]
	    [(15)]  Required Reserve Amount
	    [(16) Target Reinvestment Amount]
	    [(17)] Noteholders’ Principal Distributable Amount
	    [(18) Subordinated Swap Termination Payment Amounts]
	    [(19)  Asset Representation Reviewer Amounts (in excess of 1(b))]
	    [(20)]  Distribution to Certificateholders
	 
	Total Distributions of Available Funds
	 
	Servicing Fee
	Unpaid Servicing Fee
	Change in amount of Unpaid Servicing Fee from the prior period



 


	Note Balances & Note Factors	 	 	$ Amount	 
	Original Class A	 	 	 	 
	Original Class B	 	 	 	 
	[Original Class C]	 	 	 	 
	[Original Class D]	 	 	 	 
	[Original Class E]	 	 	 	 
	[Original Class F]	 	 	 	 
	 	 	 	 	 
	Total Class A[,] [&] B[, C, D [& E][& F]]	 	 	 	 
	Note Balance @ mm/dd/yy	 	 	 	 
	Principal Paid	 	 	 	 
	Note Balance @ mm/dd/yy	 	 	 	 





 






    Ex. B-3


     


    

 


	Class A-1[a/b]
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy
	 
	Class A-2[a/b]
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy
	 
	Class A-3[a/b]
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy
	 
	Class A-4[a/b]
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy
	 
	[Class A-5[a/b]
	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-4


     


    

 


	[Class C
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy]
	 
	[Class D
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy]
	 
	[Class E
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy]
	 
	[Class F
	Note Balance @ mm/dd/yy
	Principal Paid
	Note Balance @ mm/dd/yy
	Note Factor @ mm/dd/yy]




 


	Interest & Principal Payments	 	 	$ Amount	 
	Total Interest Paid	 	 	 	 
	Total Principal Paid	 	 	 	 
	Total Paid	 	 	 	 
	 	 	 	 	 
	Class A-1[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to A-1[a/b] Holders	 	 	 	 
	 	 	 	 	 
	Class A-2[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to A-2[a/b] Holders	 	 	 	 



 






    Ex. B-5


     


    

 


	Class A-3[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to A-3[a/b] Holders	 	 	 	 
	 	 	 	 	 
	Class A-4[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to A-4[a/b] Holders	 	 	 	 
	 	 	 	 	 
	[Class A-5[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to A-5[a/b] Holders]	 	 	 	 
	 	 	 	 	 
	Class B	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to B[a/b] Holders	 	 	 	 
	 	 	 	 	 
	[Class C[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to C[a/b] Holders]	 	 	 	 
	 	 	 	 	 
	[Class D[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to D[a/b] Holders]	 	 	 	 



 






    Ex. B-6


     


    

 


	[Class E[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to E[a/b] Holders]	 	 	 	 
	 	 	 	 	 
	[Class F[a/b]	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid to E[a/b] Holders]	 	 	 	 
	 	 	 	 	 



 


	Distribution per $1,000 of Notes	 	 	Total	 
	Total Interest Distribution Amount	 	 	 	 
	Total Interest Carryover Shortfall	 	 	 	 
	Total Principal Distribution Amount	 	 	 	 
	Total Distribution Amount	 	 	 	 
	 	 	 	 	 
	A-1[a/b] Interest Distribution Amount	 	 	 	 
	A-1[a/b] Interest Carryover Shortfall	 	 	 	 
	A-1[a/b] Principal Distribution Amount	 	 	 	 
	Total A-1[a/b] Distribution Amount	 	 	 	 
	 	 	 	 	 
	A-2[a/b] Interest Distribution Amount	 	 	 	 
	A-2[a/b] Interest Carryover Shortfall	 	 	 	 
	A-2[a/b] Principal Distribution Amount	 	 	 	 
	Total A-2[a/b] Distribution Amount	 	 	 	 
	 	 	 	 	 
	A-3[a/b] Interest Distribution Amount	 	 	 	 
	A-3[a/b] Interest Carryover Shortfall	 	 	 	 
	A-3[a/b] Principal Distribution Amount	 	 	 	 
	Total A-3[a/b] Distribution Amount	 	 	 	 
	 	 	 	 	 
	A-4[a/b] Interest Distribution Amount	 	 	 	 
	A-4[a/b] Interest Carryover Shortfall	 	 	 	 
	A-4[a/b] Principal Distribution Amount	 	 	 	 
	Total A-4[a/b] Distribution Amount	 	 	 	 



 






    Ex. B-7


     


    

 


	[A-5[a/b] Interest Distribution Amount	 	 	 	 
	A-5[a/b] Interest Carryover Shortfall	 	 	 	 
	A-5[a/b] Principal Distribution Amount	 	 	 	 
	Total A-5[a/b] Distribution Amount]	 	 	 	 
	 	 	 	 	 
	B[a/b] Interest Distribution Amount	 	 	 	 
	B[a/b] Interest Carryover Shortfall	 	 	 	 
	B[a/b] Principal Distribution Amount	 	 	 	 
	Total B[a/b] Distribution Amount	 	 	 	 
	 	 	 	 	 
	[C[a/b] Interest Distribution Amount	 	 	 	 
	C[a/b] Interest Carryover Shortfall	 	 	 	 
	C[a/b] Principal Distribution Amount	 	 	 	 
	Total C[a/b] Distribution Amount]	 	 	 	 
	 	 	 	 	 
	[D[a/b] Interest Distribution Amount	 	 	 	 
	D[a/b] Interest Carryover Shortfall	 	 	 	 
	D[a/b] Principal Distribution Amount	 	 	 	 
	Total D[a/b] Distribution Amount]	 	 	 	 
	 	 	 	 	 
	[E[a/b] Interest Distribution Amount	 	 	 	 
	E[a/b] Interest Carryover Shortfall	 	 	 	 
	E[a/b] Principal Distribution Amount	 	 	 	 
	Total E[a/b] Distribution Amount]	 	 	 	 
	 	 	 	 	 
	[F[a/b] Interest Distribution Amount	 	 	 	 
	F[a/b] Interest Carryover Shortfall	 	 	 	 
	F[a/b] Principal Distribution Amount	 	 	 	 
	Total F[a/b] Distribution Amount]	 	 	 	 
	 	 	 	 	 
	Noteholders’ First Priority Principal Distributable Amount	 	 	 	 
	Noteholders’ Second Priority Principal Distributable Amount	 	 	 	 
	[Noteholders’ Third Priority Principal Distributable Amount]	 	 	 	 
	[Noteholders’ Fourth Priority Principal Distributable Amount]	 	 	 	 
	[Noteholders’ Fifth Priority Principal Distributable Amount]	 	 	 	 
	[Noteholders’ Sixth Priority Principal Distributable Amount]	 	 	 	 
	Noteholders’ Principal Distributable Amount	 	 	 	 



 






    Ex. B-8


     


    

 


	Account Balances	 	 	$ Amount	 
	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-9


     


    







 


EXHIBIT
C



Form of [Initial] SSA Assignment


 


As of [    ], 20[    ], 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 [Select]
Auto [Receivables] Trust 20[    ]-[    ] (the “Issuing Entity”)[, World Omni [Select] Auto [Receivables] Grantor Trust
20[    ]-[    ] (the “Grantor Trust”)] and World Omni Financial Corp., a Florida corporation, (the “Servicer”),
as acknowledged and accepted by [    ], 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 $[    ] 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 and the Pre-Funding Account] [and the Accumulation Account] from time to time, including
the Reserve Account Initial Deposit[, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit and
the Pre-Funding Account Initial Deposit], 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; 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 [    ], 20[    ] (the “Sale and Servicing Agreement”),
among World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), World Omni [Select]
Auto [Receivables] Trust 20[    ]-[    ] (the “Issuing Entity”)[, World Omni [Select] Auto [Receivables] Grantor Trust
20[    ]-[    ] (the “Grantor Trust”)] and World Omni Financial Corp., a Florida corporation, (the “Servicer”),
as acknowledged and accepted by [    ], 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; 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


     


    

 


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.


 


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


 


“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
Grantor Trust,] the Depositor and the Indenture Trustee, as amended from time to time.


 


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


 


“ADR
Organization” means [    ] or, if [    ] no longer exists or if its ADR Rules would no longer permit mediation or arbitration,
as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by World Omni.


 


“ADR
Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration,
as applicable, of commercial disputes in effect at the time of the mediation or arbitration.


 


“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].


 


[“Amortization
Date” means the earlier of (i) [    ], 20[    ], and (ii) the date on which an Early Amortization Event occurs.]


 


[“Amortization
Period” means the period beginning on the Amortization Date and ending on the date that all classes of Notes have been paid
in full.]


 






    App. A-1 


     


    

 


“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” means, with respect to a Receivable, the annual rate of finance charges stated
in the related Contract or then applicable to such Receivable.


 


“Applicable
Anti-Money Laundering Law” means, laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to funding of terrorist activities and money laundering, including the Customer Identification
Program requirements established under the USA PATRIOT ACT and the Financial Crimes Enforcement Network’s (FinCEN) customer due
diligence requirements.


 


“Asset
Representations Review Agreement” shall mean the Asset Representations Review Agreement, dated as of the Closing Date, among
World Omni, as servicer and administrator, the Issuing Entity[, the Grantor Trust] and the Asset Representations Reviewer, as amended
from time to time.


 


“Asset
Representations Reviewer” means [    ], as asset representations reviewer under the Asset Representations Review Agreement,
or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.


 


“Assignment”
shall mean any RPA Assignment[,] [or] SSA Assignment [or RCA Assignment].


 


“Authorized
Officer” means, with respect to (i) 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), [(ii) the Grantor Trust Trustee, any officer of the Grantor Trust Trustee or other Person who is authorized to act for the
Grantor Trust Trustee in matters relating to the Grantor Trust (including any agent of the Grantor Trust Trustee acting under a power
of attorney),] [and] (iii) 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), and [(iv) the Grantor Trust,
any Authorized Officer of the Grantor Trust 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 Grantor Trust 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)].


 






    App. A-2 


     


    

 


 


“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) all Recoveries,
(c) the Purchase Amount of each Receivable that became a Purchased Receivable as of the last day of the related Collection Period, (d)
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, [(e) 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,] [(f) amounts on deposit in the Negative Carry Account, 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,] [(g)]
Investment Earnings for such Payment Date, [(h)] any Collection Account Redeposits for such Payment Date, [(i)] all amounts received
from the Indenture Trustee pursuant to Section 5.04 of the Indenture [and [(j)] the [net] amount paid to the Trust under the Interest
Rate [Swaps][Caps] since the preceding Payment Date] minus (2) the Servicing Fee and other amounts payable to the Servicer pursuant
to Section 4.08 of the Sale and Servicing Agreement for such 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 of any Purchased Receivables
the Purchase 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[; provided further, that Available Funds for the regularly scheduled [ ] 20[ ] Payment Date will be reduced by the amount, if any,
by which such funds were used to make payment of any accrued interest on, and any outstanding principal of, the Class A-1 Notes on the
Special Payment Date]. [Amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee or any other fees and expenses
of the Servicer for so long as World Omni or an Affiliate of World Omni is the Servicer.]


 


[“Available
Purchase Amount” means as of any Subsequent Transfer Date, the excess, if any, of $[    ] 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 Grantor Trust Agreement, the Receivables
Contribution Agreement,] the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Administration Agreement, the Note
Depository Agreement, the Asset Representations Review Agreement, [the Interest Rate Swaps, the Swap Counterparty Rights Agreement][,the
Interest Rate Caps] and other documents and certificates delivered in connection therewith.


 


[“Benchmark”
means (a) initially, [the applicable Benchmark] and (b) if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to the then-current Benchmark, the applicable Benchmark Replacement.]


 


[“Benchmark
Determination Date” means (a) if the Benchmark is [the applicable Benchmark], [the applicable determination date], (b)
if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Interest Period, (c) if
the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Interest Period and (d) if
the Benchmark is any other rate, the date determined by the Administrator (on behalf of the Issuing Entity) in accordance with the Indenture.]


 






    App. A-3 


     


    

 


 


[“Benchmark
Replacement” means the first alternative set forth in the order below that can be determined by the Administrator (on behalf
of the Issuing Entity) as of the Benchmark Replacement Date:


 


(a)  
the sum of (i) Term SOFR and (ii) the Benchmark Replacement Adjustment;


 


(b)  
the sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;


 


(c)  
the sum of (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as
the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;
or


 


(d)  
the sum of (i) the alternate rate of interest that has been selected by the Issuing Entity in its reasonable discretion as
the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment.]


 


[“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator
(on behalf of the Issuing Entity) as of the Benchmark Replacement Date:


 


(a)  
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
or


 


(b)  
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator (on behalf
of the Issuing Entity) in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted
Benchmark Replacement.]


 


[“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definitions of “Benchmark Determination Date,” “Interest Accrual Period,” and
 “Reference Time,” the timing and frequency of determining rates, the process of making payments of interest and other administrative
matters) that the Administrator (on behalf of the Issuing Entity) decides may be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Administrator (on behalf of the Issuing Entity) decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrator (on behalf of the Issuing
Entity) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator (on
behalf of the Issuing Entity) determines is reasonably necessary).]


 






    App. A-4 


     


    

 


[“Benchmark
Replacement Date” means:


 


(a)  
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the
date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 


(b)  
in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


For
the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on a Benchmark Determination Date, but earlier
than the Reference Time for that Benchmark Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to
the Reference Time for such determination.]


 


[“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(a)  
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided, that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark;


 


(b)  
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the
Benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark; or


 


(c)  
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative of the underlying market or economic reality or may no longer be used.]


 


“Book-Entry
Notes” means, to the extent they are not Definitive Notes, a beneficial interest in the Class [    ] 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.


 


“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.


 


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


 






    App. A-5 


     


    

 


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


 


“Certificate
of Trust” shall mean the Certificate of Trust in the form of Exhibit B to the Trust Agreement [or the Certificate
of Trust in the form of Exhibit C to the Grantor Trust Agreement] filed for the Trust [or the
Grantor Trust, as applicable, each filed] 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 Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes[,] [the Class A-5 Notes][,] [or]
the Class B Notes[,] [or] [the Class C Notes][,] [or] [the Class D Notes][,] [or] [the Class E Notes][,] [or] [the Class F 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[; provided that, if the Class A-1 Notes receive any payments on the Special Payment Date, then (i) the Class A Noteholders’
Monthly Interest Distributable Amount and the Class A Noteholders’ Interest Carryover Shortfall shall be determined separately
for each Class of the Class A Notes for the regularly scheduled [ ] 20[ ] Payment Date, and (ii) references to the “preceding Payment
Date” in the definitions of Class A Noteholders’ Monthly Interest Distributable Amount and Class Noteholders’ Interest
Carryover Shortfall, for purposes of determining such amounts for the [Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and
the Class A-5 Notes] for the regularly scheduled [ ] 20[ ] Payment Date, shall be deemed to refer to the regularly scheduled [ ] 20[
] Payment Date].


 






    App. A-6 


     


    

 


“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 [    ] 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



 


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



 


Interest
with respect to the Class [    ] 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 from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, since the Closing Date) to but excluding the current Payment Date divided
                                            by 360].



 


“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 [and the Class A-5
Notes].


 


“Class A-1
Final Scheduled Payment Date” means [the [    ], 20[    ] Payment Date][Special Payment Date].


 


“Class A-1
Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed and
on a 360 day year][a 360 day year of twelve 30 day months].


 


“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[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes, substantially in the form of Exhibit A-1
to the Indenture.


 


“Class A-2
Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.


 


“Class A-2
Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed and
on a 360 day year][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.


 






    App. A-7 


     


    

 


“Class
A-2 Notes” means the Class A-2[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes, substantially in the form of Exhibit A-2
to the Indenture.


 


“Class A-3
Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.


 


“Class A-3
Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed and
on a 360 day year][a 360 day year of twelve 30 day months].


 


“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[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes, substantially in the form of Exhibit A-3
to the Indenture.


 


“Class A-4
Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.


 


“Class A-4
Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed and
on a 360 day year][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[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes, substantially in the form of Exhibit A-4
to the Indenture.


 


[“Class A-5
Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.]


 


[“Class A-5
Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed and
on a 360 day year][a 360 day year of twelve 30 day months].]


 


[“Class A-5
Noteholder” means the Person in whose name a Class A-5 Note is registered in the Note Register.]


 


[“Class
A-5 Notes” means the Class A-5[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes, substantially in the form of Exhibit A-5
to the Indenture.]


 


“Class
B Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.


 


“Class
B Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed
and on a 360 day year][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.


 






    App. A-8 


     


    

 


“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 interest rate borne by the Class B 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[a] 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 Class B[a] Notes;



 


		·	the
                                            Class B[a] Interest Rate; and



 


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



 


[Interest
with respect to the Class Bb 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 such Class 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 from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, from and including the Closing Date) to but excluding the current Payment
                                            Date divided by 360].



 


“Class
B Notes” means the Class B[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes substantially in the form of Exhibit B to
the Indenture.


 


“Class
C Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.


 


“Class
C Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed
and on a 360 day year][a 360 day year of twelve 30 day months].


 






    App. A-9 


     


    

 


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


 


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


 


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


 


“Class
C Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the
related Interest Accrual Period on the Class C 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 C 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 Class C Notes;



 


		·	the
                                            Class C Interest Rate; and



 


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



 


[Interest
with respect to the Class Cb 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 such Class 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 from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, from and including the Closing Date) to but excluding the current Payment
                                            Date divided by 360].



 


“Class
C Notes” means the Class C[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes substantially in the form of Exhibit C to
the Indenture.


 


[“Class
D Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.]


 






    App. A-10 


     


    

 


[“Class
D Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed
and on a 360 day year][a 360 day year of twelve 30 day months].]


 


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


 


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


 


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


 


[“Class
D Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the
related Interest Accrual Period on the Class D 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 D 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 Class D Notes;



 


		·	the
                                            Class D Interest Rate; and



 


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



 


[Interest
with respect to the Class Db 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 such Class 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 from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, from and including the Closing Date) to but excluding the current Payment
                                            date divided by 360].]



 






    App. A-11 


     


    

 


[“Class
D Notes” means the Class D[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes substantially in the form of Exhibit D to
the Indenture.]


 


[“Class
E Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.]


 


[“Class
E Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed
and on a 360 day year][a 360 day year of twelve 30 day months].]


 


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


 


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


 


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


 


[“Class
E Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the
related Interest Accrual Period on the Class E 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 E 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 Class E Notes;



 


		·	the
                                            Class E Interest Rate; and



 


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



 


[Interest
with respect to the Class Eb 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 such Class 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-12 


     


    

 


		·	[the
                                            actual number of days from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, from and including the Closing Date) to but excluding the current Payment
                                            Date divided by 360].]



 


[“Class
E Notes” means the Class E[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes substantially in the form of Exhibit E to
the Indenture.]


 


[“Class
F Final Scheduled Payment Date” means the [    ], 20[    ] Payment Date.]


 


[“Class
F Interest Rate” means [[    ]%][Benchmark plus [    ]%] per annum computed on the basis of [the actual number of days elapsed
and on a 360 day year][a 360 day year of twelve 30 day months].]


 


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


 


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


 


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


 


[“Class
F Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the
related Interest Accrual Period on the Class F 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 F 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 Class F Notes;



 


		·	the
                                            Class F Interest Rate; and



 


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



 






    App. A-13 


     


    

 


[Interest
with respect to the Class Fb 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 such Class 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 from and including the previous Payment Date (or, in the case of the
                                            initial Payment Date, from and including the Closing Date) to but excluding the current Payment
                                            Date divided by 360].]



 


[“Class
F Notes” means the Class F[a/b] [[    ]% ][Floating Rate] Asset-Backed Notes substantially in the form of Exhibit F to
the Indenture.]


 


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


 


“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 [    ], 20[    ].


 


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


 


“Code
of Ethics for Arbitrators in Commercial Disputes” means The Code of Ethics for Arbitrators in Commercial Disputes of 177, as
revised in 2003, and otherwise revised, modified, amended or supplemented from time to time.


 


“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 immediately preceding [regularly] scheduled 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.


 






    App. A-14 


     


    

 


“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.


 


[“Compounded
SOFR” means, for any Interest Period, the compounded average, in arrears, of the SOFRs for each day of such Interest Period,
as determined on the Benchmark Determination Date for such Interest Period, with the rate, or methodology for this rate, and conventions
for this rate (which will include a five Business Day suspension period as a mechanism to determine the interest amount payable prior
to the end of each Interest Period, such that the SOFR on the Benchmark Determination Date will apply for each day in the Interest Period
following the Benchmark Determination Date) being established by the Administrator (on behalf of the Issuing Entity) in accordance with:


 


(a)  
the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body
for determining Compounded SOFR; or


 


(b)  
if, and to the extent that, the Administrator (on behalf of the Issuing Entity) determines that Compounded SOFR cannot be determined
in accordance with clause (i) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected
by the Administrator (on behalf of the Issuing Entity) in its reasonable discretion.]


 


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


 


“Contract
Rate” means, with respect to a Receivable, the rate of interest stated in the related Contract or then applicable to such Receivable.


 


“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[,] [and] [(iii) after the Class B Notes are
no longer outstanding, the Class C Notes so long as the Class C Notes are outstanding] [,] [and] [(iv) after the Class C Notes are no
longer outstanding, the Class D Notes so long as the Class D Notes are outstanding][,] [and] [(v) after the Class D Notes are no longer
outstanding, the Class E Notes so long as the Class E Notes are outstanding] [and (vi) after the Class E Notes are no longer outstanding,
the Class F Notes so long as the Class F Notes are outstanding]. [After all Classes of Notes are no longer Outstanding, any reference
to the Controlling Securities shall refer to the Certificates.]


 


“Corporate
Trust Office” means:


 


(a)       with
respect to the Indenture Trustee, [    ], 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


 






    App. A-15 


     


    

 


(b)       with
respect to the Owner Trustee [and the Grantor Trust Trustee], [    ], or at such other address or electronic mail address as the Owner
Trustee [or the Grantor Trust Trustee] may designate by notice to the Certificateholders and the Depositor, or the principal corporate
trust office of any successor Owner Trustee [or Grantor Trust Trustee] at the address or electronic mail address designated by such successor
Owner Trustee [or Grantor Trust Trustee] by notice to the Certificateholders and the Depositor.


 


[“Corresponding
Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding
business day adjustment) as the applicable tenor for the then-current Benchmark.]


 


“Credit
Risk Retention Rules” means risk retention regulations in 17 C.F.R. Part 246 as such regulation may be amended from time to
time and subject to such clarification and interpretation as have been provided by the Commission in an adopting release or by the staff
of the Commission, or as may be provided in writing by the Commission or its staff from time to time.


 


“Cutoff
Date” means [the close of business on [    ], 20[    ]]/[, 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.


 


“Debt
Opinion” has the meaning specified in Section 2.04(b) of the Indenture.


 


“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) more than $[40] of a scheduled payment is 120 or more days past due in accordance
with its terms, (b) the Servicer 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, or (c) the Servicer has, in accordance with its customary
servicing procedures, determined that eventual payment in full is unlikely and has charged off the remaining Principal Balance. 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-16 


     


    

 


“Delinquency
Percentage” means, for each Payment Date and the related Collection Period, the ratio (expressed as a percentage) of (i) the
aggregate Principal Balance of all Delinquent Receivables held by the Issuing Entity that are more than 60 days delinquent to (ii) the
aggregate Principal Balance of the Receivables, in each case, as of the last 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, and after reduction to zero of the aggregate outstanding Principal Balance of any Receivable that became a Defaulted Receivable
during the related Collection Period.


 


“Delinquency
Trigger” means [    ]%.


 


“Delinquent
Receivable” means a Receivable as to which more than $[40] of a scheduled payment is past due, including a Receivable with
a bankrupt Obligor but excluding a Defaulted Receivable.


 


“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;


 






    App. A-17 


     


    

 


(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


 


(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, a Delaware limited liability company, or its successors, in its capacity as Depositor under certain
of the Basic Documents.


 


[“Early
Amortization Event” means the occurrence during the Revolving Period of one or more of the following: (i) the amount on deposit
in the Reserve Account is less than the Required Reserve Amount on [two] consecutive Payment Dates following any application of amounts
on deposit therein on each such Payment Date; (ii) the amount on deposit in the Accumulation Account is less than the Target Reinvestment
Amount on [two] consecutive Payment Dates following any application of amounts on deposit therein on each such Payment Dates; (iii) the
amount on deposit in the Accumulation Account exceeds [ ]% of the Initial Aggregate Starting Principal Balance on [three] consecutive
Payment Dates following any application of amounts on deposit therein; (iv) an Event of Default occurs; or (v) a Servicer Default occurs.]


 






    App. A-18 


     


    

 


[“Early
Termination Date” has the meaning specified in Section [ ] of the applicable Interest Rate Swap.]


 


“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 [    ]
or better by [    ] and in one of its generic rating categories that signifies investment grade by [    ]. Any such trust account may be
maintained with the Owner Trustee, the Indenture Trustee or any of their respective Affiliates, if such accounts meet the requirements
descried in clause (b) of the preceding sentence.


 


“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 [    ]or better by [    ],[    ]or better by [    ], or such other rating that is acceptable to each Rating Agency or (B) a certificate
of deposit rating of [    ] by [    ],[    ] by [    ], or such other rating that is acceptable to each Rating Agency, and (ii) whose deposits
are insured by the FDIC.


 


“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 [    ] and [    ], 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, 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, so long as at the time of such investment or contractual commitment providing for such
investment either such depository institution or trust company is an Eligible Institution (or has a rating on commercial paper or other
short-term unsecured debt obligations of [    ] or [    ] by [    ] so long as [    ] is a Rating Agency) or as to which the Rating Agency Condition
is satisfied;


 






    App. A-19 


     


    

 


(c)  
repurchase obligations held by 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;


 


(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 [    ] and [    ], 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 (for which the Rating Agency Condition has been satisfied) as collateral for securities having ratings equivalent to the
ratings of the Notes;


 






    App. A-20 


     


    

 


(f)   
guaranteed reinvestment agreements issued by any bank, insurance company or other corporation, so long as at the time of such
investment or contractual commitment providing for such investment either such bank, insurance company or other corporation is an Eligible
Institution (or has a rating on commercial paper or other short-term unsecured debt obligations of [    ] or [    ] by [    ] so long as [    ]
is a Rating Agency) or as to which the Rating Agency Condition is 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 [    ] and [    ];


 


(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 [    ] and [    ], 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 [    ]credit rating of [    ] and [    ]; and


 


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


 


(l)    
[for purposes of funds held in the Reserve Account only, in addition to the above requirements, such funds may only be invested
in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the Servicer.]


 


Notwithstanding
anything to the contrary contained in the foregoing definition:


 


(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;


 






    App. A-21 


     


    

 


(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 [    ] by [    ] 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.


 


[“EU
Securitisation Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017
laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation
and amending certain other European Union directives and regulations, as amended and in effect from time to time.]


 


[“EU
Securitisation Rules” means the EU Securitisation Regulation, together with all relevant implementing regulations in relation
thereto, all regulatory and/or implementing technical standards in relation thereto or applicable in relation thereto pursuant to any
transitional arrangements made pursuant to the EU Securitisation Regulation and, in each case, any relevant guidance published in relation
thereto by the European Banking Authority, the European Securities and Markets Authority, and the European Insurance and Occupational
Pensions Authority (or in each case, any predecessor or any other applicable regulatory authority) or by the European Commission, in
each case as amended supplemented or replaced and in effect from time to time.]


 






    App. A-22 


     


    

 


[“EUWA”
means the European Union (Withdrawal) Act 2018, as amended.]


 


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


 


“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.


 


“FATCA”
means Sections 1471 through 1474 of the Code.


 


“FATCA
Withholding Tax” means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise
imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements (including any intergovernmental agreements)
thereunder or official interpretations thereof.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Final
Prospectus” shall mean the prospectus dated [    ], 20[    ], relating
to the Notes.


 


“Final
Scheduled Maturity Date” means in the case of an [Initial] Receivable, [    ], 20[    ][, or, in the case of a Subsequent Receivable,
[    ], 20[    ]].


 


“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[,] [(v) with respect
to the Class A-5 Notes, the Class A-5 Final Scheduled Payment Date][,] [and] [(vi)] with respect to the Class B Notes, the Class B Final
Scheduled Payment Date[,] [and] [(vii) with respect to the Class C Notes, the Class C Final Scheduled Payment Date][,] [and] [(viii)
with respect to the Class D Notes, the Class D Final Scheduled Payment Date][,] [and] [(ix) with respect to the Class E Notes, the Class
E Final Scheduled Payment Date] [and (x) with respect to the Class F Notes, the Class F 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.


 






    App. A-23 


     


    

 


[“Fitch”
means Fitch Ratings, Inc. or its successors.]


 


[“Funding
Period” means 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 [    ].]


 


“Force
Majeure” means any delay or failure in performance caused by acts beyond the Servicer’s,
the Indenture Trustee’s or the Issuing Entity’s, as applicable, control, including acts of God, terrorism, war, vandalism,
sabotage, ransomware, accidents, fires, floods, hurricanes, tornados, civil unrest, strikes, labor disputes, mechanical or electronic
breakdown, shortages or delays in obtaining suitable parts or equipment, material, labor, or transportation, acts of subcontractors,
interruption of utility services, epidemics or pandemics, acts of any unit of government or governmental agency, or any similar or dissimilar
cause.


 


“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.


 


[“Grantor
Trust” means World Omni [Select] Auto [Receivables] Grantor Trust 20[   ]-[   ], a statutory
trust formed under the laws of the State of Delaware until a successor replaces it and, thereafter, means the successor.]


 


[“Grantor
Trust Agreement” means the [Amended and Restated] Grantor Trust Agreement, dated as of the Closing Date, between the Issuing
Entity and the Grantor Trust Trustee, as amended from time to time.]


 


[“Grantor
Trust Certificate” means the Grantor Trust Certificate executed by the Grantor Trust and authenticated by the Grantor Trust
Trustee in substantially the form set forth in Exhibit B to the Grantor Trust Agreement and evidencing a 100% undivided beneficial
interest in the Grantor Trust.]


 


[“Grantor
Trust Certificate Register” means the register of Grantor Trust Certificates specified in Section 3.4 of the Grantor
Trust Agreement.]


 






    App. A-24 


     


    

 


[“Grantor
Trust Certificate Registrar” means the registrar at any time of the Grantor Trust Certificate Register, appointed pursuant
to Section 3.4(a) of the Grantor Trust Agreement.]


 


[“Grantor
Trust Certificateholder” means the Holder of a Grantor Trust Certificate.]


 


[“Grantor
Trust Collateral” has the meaning assigned in the Granting Clause of the Receivables Contribution Agreement.]


 


[“Grantor
Trust Trustee” means [            ], not in its individual capacity
but solely as owner trustee under the Grantor Trust Agreement, and any successor Grantor Trust Trustee thereunder.]


 


“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 Issuing Entity[, the Grantor Trust] and the Indenture Trustee, as
the same may be amended and supplemented from time to time.


 


“Indenture
Trustee” means [    ], 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 $[    ].


 


[“Initial
Closing Date” means [    ], 20[    ].]


 


[“Initial
Cutoff Date” means [    ], 20[    ].]


 






    App. A-25 


     


    

 


[“Initial
Grantor Trust Agreement” has the meaning assigned to such term in the recitals of the Grantor Trust Agreement.]


 


[“Initial
RCA Assignment” has the meaning assigned in Section 2.1 of the Receivables Contribution Agreement.]


 


[“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.]


 


[“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 [and subsequently transferred by the Trust to the Grantor Trust on the Closing Date as set forth
on the Schedule of Receivables attached to the Initial RCA 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 [    ] 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 [    ] Notes, the period from and including the [15]th day of the preceding calendar month (or, in the case of the initial Payment
Date, the Closing Date) to, but excluding, the [15]th 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[,] [the Class A-5 Interest Rate][,] [or] the Class B Interest Rate [or Class C Interest Rate][,] [or] [the Class D
Interest Rate][,] [or] [the Class E Interest Rate] [or the Class F Interest Rate], as applicable.


 






    App. A-26 


     


    

 


[“Interest
Rate Caps” means the interest rate cap agreements, if any, including all schedules and confirmations related thereto, between
the Trust and the Cap 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).]


 


[“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 [Select] Auto [Receivables] Trust 20[    ]-[    ], a statutory trust formed under the laws of the State
of Delaware 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.


 


“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.


 


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


 


“Monthly
Remittance Condition” means each of the following conditions has been satisfied: (i) World Omni is the Servicer, (ii) no Servicer
Default shall have occurred and is continuing, and (iii) (a) World Omni’s long-term unsecured debt obligations rating by S&P
is BBB or better and (b) World Omni’s unsecured debt obligations rating by any other Rating Agency is acceptable to such other
Rating Agency.


 


[“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) [    ]% 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).]


 






    App. A-27 


     


    

 


[“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 $[    ].]


 


[“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 [and the Class C 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.]


 


“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.


 


“Noteholder
FATCA Information” means, with respect to any Noteholder or Note Owner, information sufficient to eliminate the imposition
of, or determine the amount of, U.S. withholding tax under FATCA.


 






    App. A-28 


     


    

 


“Noteholder
Tax Identification Information” means, with respect to any Noteholder or Note Owner, properly completed and signed tax certifications
(generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United
States person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form)
in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code).


 


“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’
Fifth Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], 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 sum of the Noteholders’ First Priority Principal
Distributable Amount, the Noteholders’ Second Priority Principal Distributable Amount, the Noteholders’ Third Priority Principal
Distributable Amount and the Noteholders’ Fourth Priority Principal Distributable Amount. [With respect to any Payment Date during
the Revolving Period, the Noteholders’ Fifth Priority Principal Distributable Amount shall be equal to zero.]]


 


“Noteholders’
First Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], 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. [With respect to any Payment Date during the Revolving Period, the Noteholders’
First Priority Principal Distributable Amount shall be equal to zero.]


 


[“Noteholders’
Fourth Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], an
amount equal to the excess, if any, of (a) the Outstanding Amount of the [Class A Notes, Class B Notes, Class C Notes and Class D] 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 sum of the Noteholders’ First Priority Principal Distributable Amount, the Noteholders’ Second Priority Principal
Distributable Amount and the Noteholders’ Third Priority Principal Distributable Amount. [With respect to any Payment Date during
the Revolving Period, the Noteholders’ Fourth Priority Principal Distributable Amount shall be equal to zero.]]


 


“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[,]
[and the Class C Noteholders’ Interest Distributable Amount for such Payment Date][,] [and the Class D Noteholders’ Interest
Distributable Amount for such Payment Date][,] [and] [the Class E Noteholders’ Interest Distributable Amount for such Payment Date]
[and the Class F Noteholders’ Interest Distributable Amount for such Payment Date].


 






    App. A-29 


     


    

 


“Noteholders’
Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], 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 [(other than the Special 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. [With respect to any Payment
Date during the Revolving Period, the Noteholders’ Principal Distributable Amount shall be equal to zero.] [On the first Payment
Date related to the Amortization Period, the Noteholders’ Principal Distributable Amount shall also include the amount on deposit
in the Accumulation Account as of the close of business on the preceding Payment Date.]


 


“Noteholders’
Second Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], an
amount equal to the excess, if any, of (a) the Outstanding Amount of the [Class A Notes and the Class B] 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. [With respect to any Payment Date during the Revolving Period, the Noteholders’
Second Priority Principal Distributable Amount shall be equal to zero.]


 


[“Noteholders’
Sixth Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], 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 sum of the Noteholders’ First Priority Principal
Distributable Amount, the Noteholders’ Second Priority Principal Distributable Amount, the Noteholders’ Third Priority Principal
Distributable Amount, the Noteholders’ Fourth Priority Principal Distributable Amount and the Noteholders’ Fifth Priority
Principal Distributable Amount. [With respect to any Payment Date during the Revolving Period, the Noteholders’ Sixth Priority
Principal Distributable Amount shall be equal to zero.]]


 


[“Noteholders’
Third Priority Principal Distributable Amount” means, with respect to any Payment Date [during the Amortization Period], an
amount equal to the excess, if any, of (a) the Outstanding Amount of the [Class A Notes, the Class B Notes and the Class C] 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 sum of the Noteholders’ First Priority Principal Distributable Amount and the Noteholders’ Second Priority Principal
Distributable Amount. [With respect to any Payment Date during the Revolving Period, the Noteholders’ Third Priority Principal
Distributable Amount shall be equal to zero.]]


 


“Notes”
means Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes[,] [the Class A-5 Notes][,] [and] the Class
B Notes[,] [and the Class C Notes][,] [and the Class D Notes][,] [and] [the Class E Notes] [and the Class F 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.


 






    App. A-30 


     


    

 


“Officer’s
Certificate” means in the case of (i) the Issuing Entity [or the Grantor Trust], a certificate signed by any Authorized Officer
of the Issuing Entity [or the Grantor Trust], 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
[or the Grantor Trust]), and (ii) 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 the 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 the 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 the Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser;


 


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.


 






    App. A-31 


     


    

 


“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 [(i)] [so long as the Class [    ] Notes are Outstanding,]
[    ]% 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 [and (ii) with respect to any Payment
Date [after the Class [    ] Notes are paid in full,] an amount equal to [    ]% 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 [in either case] not less than the result of [    ]% of the [Initial] Aggregate Starting Principal
Balance of the Receivables minus the Yield Supplement Overcollateralization Amount [as of the Closing Date][, plus [    ]% of the aggregate
of the Starting Principal Balances of any Subsequent Receivables transferred to the Issuing Entity less the Yield Supplement Overcollateralization
Amount of those Subsequent Receivables as of the related 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 [    ], not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor
Owner Trustee thereunder.


 


[“Parity
Reinvestment Amount” means, as of any Payment Date during the Revolving Period, the excess, if any, of the Outstanding Amount
of the Notes as of the preceding Payment Date or the Closing Date, as applicable, over the Pool Balance for that Payment Date.]


 


“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 [    ], 20[    ]. [Additionally, if any Class A-1 Notes remain
Outstanding after the [ ] 20[ ] Payment Date, another Payment Date will occur on the Special Payment Date, which will also be the Final
Scheduled Payment Date for the Class A-1 Notes.]


 


“Payment
Determination Date” means, with respect to any Payment Date, one (1) Business Day 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 Contract Rate 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).]


 






    App. A-32 


     


    

 


“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.


 


“Personally
Identifiable Information” means information in any format about an identifiable individual, including name, address, phone
number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable
to an individual and any information that when used separately or in combination with other information could identify an individual.


 


“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.]


 


[“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 $[    ].]


 






    App. A-33 


     


    

 


“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.


 


“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 4.02 or Section 4.07 of the Sale and Servicing Agreement or by World Omni pursuant to Section 3.02(b)
of the Sale and Servicing Agreement.


 


“Rating
Agencies” means, for so long as such organization is rating a Class of Notes, [    ] and [    ] 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.


 


“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
Contribution Agreement” means the Receivables Contribution Agreement, dated as of the Closing Date, between the Issuing Entity
and the Grantor Trust, as amended from time to time.]


 






    App. A-34 


     


    

 


“Receivables
Purchase Agreement” shall mean the Receivables Purchase Agreement, dated as of the Closing Date, between World Omni, as seller
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, and (i) any Book-Entry Notes, the close of business on the
Business Day immediately preceding such Payment Date or Redemption Date or (ii) any Definitive Notes, the Payment Date in the preceding
month[; provided, that a special record date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Date].


 


“Recoveries”
means, with respect to any Defaulted Receivable and any Collection Period, monies collected in respect thereof, from whatever source,
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.


 


[“Reference
Time” means, for an Interest Period, the time on the Benchmark Determination Date determined by the Administrator (on behalf
of the Issuing Entity) in accordance with the terms of the Indenture.]


 


“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. §§229.1100-229.1125, 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 releases (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and
Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57, 184 (September 24, 2014)) or
by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
RR or Credit Risk Retention Rules” means risk retention regulations in 17 C.F.R. Part 246 as such regulation may be amended
from time to time and subject to such clarification and interpretation as have been provided by the Commission in an adopting release
or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.


 


[“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.]


 






    App. A-35 


     


    

 


“Reporting
Officer” means, with respect to [(i)] 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 [and (ii) the Grantor Trust Trustee,
any officer, employee or other person within the Corporate Trust Office of the Grantor Trust Trustee having direct responsibility for
the administration of the Grantor Trust Agreement].


 


“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
Request” has the meaning specified in Section 3.02(c)(i) of the Sale and Servicing Agreement.


 


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


 


“Requesting
Party” has the meaning specified in Section 3.02(c)(i) of the Sale and Servicing Agreement.


 


“Required
Rate” means [[    ]%][(i) with respect to the [Initial] Cutoff Date and any Payment Date on or prior to the date on which the
Outstanding Amount of the Class [    ] Notes is paid in full, [    ]% per annum, and (ii) with respect to any Payment Date after the date
on which the Outstanding Amount of the Class [    ] Notes is paid in full, [    ]%,] or[, in each case,] such other rate as shall be approved
by the Rating Agencies. [If no Class [    ] Notes are issued, the Required Rate will step down from [    ]% to [    ]% on the initial Payment
Date and remain at that level for each period thereafter.]


 


“Required
Rating” means a rating on commercial paper or other short term unsecured debt obligations of [    ] by [    ] so long as [    ]
is a Rating Agency and [    ] by [    ] so long as [    ] 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 [    ] and
[    ].


 


[“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 [(other than the Special Payment Date)], [the lesser of (a)] [    ]%
[(or such other higher percentage as may be determined by the Depositor, in its sole discretion, on or prior to the Closing Date)] of
the Aggregate Starting Principal Balance [less the Yield Supplement Overcollateralization Amount as of the [applicable] Cutoff Date]
of all Receivables transferred to the Issuing Entity[, provided that, with respect to any Payment Date after the date on which
the Outstanding Amount of the Class [    ] Notes is paid in full, [    ]% of the Pool Balance for that Payment Date,] and (b) the Outstanding
Amount of the Notes.


 






    App. A-36 


     


    

 


“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 $[    ].


 


[“Reserve
Account Letter of Credit” means that certain letter of credit established and maintained by the Servicer with the Reserve Account
Letter of Credit Bank, pursuant to Section 5.01 of the Sale and Servicing Agreement in the name of the Issuing Entity, as beneficiary,
for the benefit of the Noteholders [and the Certificateholders].]


 


[“Reserve
Account Letter of Credit Bank” means [ ].]


 


[“Reserve
Account Subsequent Transfer Deposit” means with respect to any Subsequent Transfer Date, cash or Eligible Investments in an
amount equal to [    ]% 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.]


 


“Responsible
Officer” means, with respect to (i) the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee,
including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer 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 to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject[,] [and] (ii) the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee, including
any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer, employee
or other person of the Owner 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 Trust Agreement 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 (iii) the Grantor Trust Trustee, any officer within the Corporate Trust Office of the Grantor Trust Trustee, including
any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer, employee
or other person of the Grantor Trust 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 Grantor Trust Agreement 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].


 






    App. A-37 


     


    

 


“Retained
Interest” has the meaning designated in Section 5.06 of the Receivables Purchase Agreement.


 


“Retained
Notes” means [RESERVED] [the Class [    ] Notes, until such time as such Notes are the subject of a Debt Opinion, which opinion
shall have been received by the Depositor and the Indenture Trustee].


 


“Review”
means a review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Delinquent Receivables
that have been Delinquent Receivables for 60 days or more as of the last day of the preceding Collection Period to determine whether
such Delinquent Receivables satisfy the representations and warranties set forth in Section 3.01(a) of the Sale and Servicing Agreement,
each as of the date as specified in Section 3.01(a) of the Sale and Servicing Agreement.


 


“Review
Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer, the Issuing Entity and the Servicer
pursuant to Section 7.05(c) of the Indenture notifying the Asset Representations Reviewer that the Noteholders have requested a Review.


 


“Review
Receivable” has the meaning designated in Section 1.01 of the Asset Representations Review Agreement.


 


“Review
Report” has the meaning designated in Section 3.04 of the Asset Representations Review Agreement.


 


[“Revolving
Period” means the period beginning on the Initial Closing Date and ending on (but not including) the Amortization Date.]


 


[“RCA
Assignment” has the meaning designated in Section 2.1 of the Receivables Contribution Agreement.]


 


“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
Grantor Trust,] the Depositor and World Omni, as Servicer, as amended from time to time.


 


“Schedule
of Receivables” shall mean [each][the] schedule attached to [an][the] RPA Assignment or [an][the] SSA Assignment [or [an][the]
RCA 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.


 


[“Securitisation
Regulations” means the EU Securitisation Regulation and the UK Securitisation Regulation.]


 






    App. A-38 


     


    

 


[“Securitisation
Rules” means the EU Securitisation Rules and the UK Securitisation Rules.]


 


“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.


 


“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.


 


[“SOFR”
means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s website.]


 


[“Special
Payment Date” mean [ ] 20[ ].]


 


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


 






    App. A-39 


     


    

 


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


 


[“S&P
Global Ratings” means S&P Global Ratings, a division of S&P Global, 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.]


 


[“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][Revolving Period] 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 RCA Assignment” has the meaning designated in Section 2.1 of the Receivables Contribution Agreement.]


 






    App. A-40 


     


    

 


[“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 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 [    ], and any permitted successor pursuant to the terms of each applicable Interest Rate Swap.]


 


[“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.]


 


[“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.]


 


[“Target
Reinvestment Amount” means, as of any Payment Date during the Revolving Period, the excess, if any, of the Outstanding Amount
of the Notes as of the preceding Payment Date or the Closing Date, as applicable, plus the Overcollateralization Target Amount over the
Pool Balance for that payment date.]


 


[“Term
SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended
by the Relevant Governmental Body.]


 


“Test
Fail” has the meaning assigned in Section 3.03(a) of the Asset Representations Review Agreement.


 


[“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.]


 


“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.


 






    App. A-41 


     


    

 


“Trust”
means World Omni [Select] Auto [Receivables] Trust 20[    ]-[    ], a Delaware statutory trust until a successor replaces it and, thereafter,
means the successor.


 


“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 and the Negative Carry Account] [and the Accumulation Account], 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 the 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, with respect to (i) the Indenture Trustee, any Officer within the Corporate Trust Office of the Indenture Trustee,
including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer 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, in each case, having direct responsibility for the administration of the Indenture
and any other Basic Document to which the Indenture Trustee is a party[,] [and] (ii) 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[, and (iii) the Grantor Trust Trustee, any officer within the Corporate Trust Office of the Grantor Trust
Trustee with direct responsibility for the administration of the Grantor Trust Agreement and the Basic Documents on behalf of the Grantor
Trust Trustee].


 


“Trustee
Bank” means [    ] 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.


 






    App. A-42 


     


    

 


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


 


[“UK
Securitisation Regulation” means Regulation (EU) 2017/2402 as it forms part of the United Kingdom domestic law by operation
of the EUWA, and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, as amended and in effect from time to time.]


 


[“UK
Securitisation Rules” means the UK Securitisation Regulation together with (a) all applicable binding technical standards made
under the UK Securitisation Regulation, (b) any regulatory technical standards or implementing technical standards of the European Union
relating to the EU Securitisation Regulation (including such regulatory technical standards or implementing technical standards which
are applicable pursuant to any transitional provisions of the EU Securitisation Regulation) forming part of the domestic law of the United
Kingdom by operation of the EUWA), (c) all relevant guidance, policy statements or directions relating to the application of the UK Securitisation
Regulation (or any binding technical standards) published by the Prudential Regulation Authority and/or the Financial Conduct Authority
of the United Kingdom (or their successors), (d) any guidelines relating to the application of the EU Securitisation Regulation which
are applicable in the United Kingdom, (e) any other transitional, saving or other provision relevant to the UK Securitisation Regulation
by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements
published or enacted relating to the UK Securitisation Regulation, in each case, as may be amended, supplemented or replaced from time
to time.]


 


[“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.]


 


[“Unaffiliated
Certificateholder” means, any Certificateholder other than the Depositor or an Affiliate of the Depositor.]


 


“USA
Patriot Act” means, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and its implementing regulations.


 


“U.S.
Person” means:


 


(a)
a citizen or resident of the United States for U.S. federal income tax purposes;


 


(b)
an entity treated as a corporation or partnership for U.S. federal income tax purposes, except to the extent provided in applicable U.S.
Department of Treasury regulations, created or organized in or under the laws of the United States, any state or the District of Columbia;


 


(c)
an estate the income of which is subject to U.S. federal income taxation regardless of its source;


 


(d)
an entity treated as a trust for U.S. federal income tax purposes if a court within the United States is able to exercise primary supervision
over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such
trust; or


 






    App. A-43 


     


    

 


(e)
to the extent provided in applicable U.S. Department of Treasury regulations, certain trusts in existence on August 20, 1996, which are
eligible to elect, and have so elected, to be treated as U.S. Persons.


 


“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 Collection Period 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 Collection Period or the [respective] Cutoff Date of each of the related Receivables with a Contract Rate of less than the
Required Rate, other than a Defaulted Receivable, 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-44 


     


    

 


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-45 


     


    

 


(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.


 






    App. A-46 


     


    

 





[APPENDIX B]


 


[Additional Representations and Warranties]


 


		1.	[This Agreement, the Receivables Purchase Agreement[, the Receivables Contribution 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[, the Grantor Trust] 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” or “electronic 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.	With respect to Receivables that constitute tangible chattel paper, all original executed copies of each
Contract that constitute or evidence the Receivable have been delivered to the Servicer for the benefit of the Depositor, the Issuing
Entity[, the Grantor Trust] and the Indenture Trustee.



 


		7.	With respect to Receivables that constitute electronic chattel paper, only one authoritative copy of each
Contract that constitutes or evidences the Receivable exists. Each such authoritative copy (a) is unique, identifiable, and unalterable
(other than with the participation of the Depositor, the Issuing Entity and the Indenture Trustee pursuant to the Basic Documents in the
case of an addition or change of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized
revision), and (b) has been communicated to and is maintained by the Servicer or a third-party provider acting on behalf of the Servicer.
The authoritative copy of the related Contract identifies only World Omni Financial Corp. as the assignee thereof. Each copy of the authoritative
copy of the related Contract and any copy of a copy are readily identifiable as copies that are not the authoritative copy. Each Receivable
has been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative
copy of each Contract that constitutes or evidences the Receivable must be made with the participation of the Depositor, the Issuing Entity[,
the Grantor Trust] and the Indenture Trustee pursuant to the Basic Documents, and (b) all revisions of the authoritative copy of each
contract that constitute or evidence the Receivable must be readily identifiable as an authorized or unauthorized revision. The Servicer
is maintaining the authoritative copy of each Contract that constitutes or evidences the Receivables solely on
behalf and for the benefit of the Depositor, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee under the Basic Documents.



 



    App. B


     


    

 


		8.	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[, the Grantor Trust], and the Indenture
Trustee pursuant to the Basic Documents, none of World Omni, the Depositor[, the Grantor Trust] 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[, the Grantor Trust]
or the Issuing Entity has authorized the filing of, and is not aware of, any financing statements against World Omni, the Depositor[,
the Grantor Trust] 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[, the Grantor Trust], 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[,
the Grantor Trust] or the Issuing Entity is aware of any judgment or tax lien filings against World Omni, the Depositor[, the Grantor
Trust] or the Issuing Entity.



 


		9.	None of the Seller, the Depositor[, the Grantor Trust] or the Issuing Entity or any vaulting agent thereof
has communicated an authoritative copy of any Contract that constitutes or evidences the Receivables to any Person other than the Servicer.



 


		10.	World Omni, as Servicer (in its capacity as custodian), has in its possession all original copies of the
Contracts 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[, the Grantor Trust] or the Indenture Trustee. All financing statements filed or to be filed against World Omni, the Depositor[,
the Grantor Trust] or the Issuing Entity in favor of the Depositor, the Issuing Entity[, the Grantor Trust] 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-2