EXHIBIT 10.1


 




 


RECEIVABLES CONTRIBUTION AGREEMENT




by and between




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




and




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




Dated as of [    ], 20[    ]


 




 






    


     


    

 


RECEIVABLES CONTRIBUTION AGREEMENT1


 


This RECEIVABLES CONTRIBUTION
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of [               ], 20[   ],
is by and between World Omni [Select] Auto [Receivables] Trust 20[   ]-[   ], a Delaware statutory trust (the “Issuing
Entity”), and World Omni [Select] Auto [Receivables] Grantor Trust 20[   ]-[   ], a Delaware statutory trust (the “Grantor
Trust”).


 


AGREEMENTS


 


WHEREAS, on the Closing Date,
World Omni Financial Corp. (the “Seller”) has sold automobile retail installment
contracts and related rights to World Omni Auto Receivables LLC (the “Depositor”).


 


WHEREAS, the Depositor has
sold such contracts and related rights to the Issuing Entity pursuant to the Sale and Servicing Agreement;


 


[WHEREAS, the Issuing Entity
intends to contribute or otherwise transfer such contracts and related rights, or interests therein, to the Grantor Trust pursuant to
this Agreement in exchange for the Grantor Trust Certificate;]


 


[WHEREAS, the Grantor Trust
intends to pledge such contracts and related rights to [                              ],
as indenture trustee (the “Indenture Trustee”), and the Issuing Entity will
issue notes backed by the Grantor Trust Certificate pursuant to the Indenture, dated as of the date hereof (as amended, modified or supplemented
from time to time, the “Indenture”), among the Issuing Entity, the Grantor
Trust, and the Indenture Trustee;] and


 


WHEREAS, World Omni Financial
Corp., a Florida Corporation (the “Servicer”), is willing to service such
contracts in accordance with the terms of the Sale and Servicing Agreement, dated as of the date hereof, among the Issuing Entity, the
Grantor Trust, the Depositor and the Servicer.


 


NOW, THEREFORE, in consideration
of the foregoing, other good and valuable consideration and the mutual agreements and subject to the terms and conditions contained herein,
the parties hereto agree as follows:


 


Article I

DEFINITIONS


 


Section 1.1             Definitions.
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned them in Part I
of Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”),
among the Issuing Entity, [the Grantor Trust,] the Depositor and the Seller, as servicer. All references herein to “the Agreement”
or “this Agreement” are to this Receivables Contribution Agreement as it may be amended, supplemented or modified from time
to time, the exhibits and schedules hereto and the capitalized terms used herein, which are defined in Part I of 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.


 


 






1 Note: To be utilized if an underlying
grantor trust is included in an issuance.


 






    


     


    

 


Article II

CONVEYANCE OF RECEIVABLES


 


Section 2.1             Conveyance
of [Initial] Receivables.


 


(a)             In
consideration of the Grantor Trust’s delivery to or upon the order of the Issuing Entity of the Grantor Trust Certificate, on the
Closing Date the Issuing Entity does hereby sell, transfer, assign, set over and otherwise convey to the Grantor Trust, without recourse
(subject to the obligations of the Grantor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit A
(the “[Initial] RCA Assignment”) all right, title and interest of the Issuing Entity, whether now or hereafter acquired,
and wherever located, in and to the following:


 


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


 


(ii)           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 Issuing Entity in such Financed Vehicles;


 


(iii)          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;


 


(iv)          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 Issuing Entity;


 


(v)           the Receivables Purchase Agreement and the Sale and Servicing Agreement;


 


(vi)          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


 


(vii)         the proceeds of any and all of the foregoing; provided, however, that the foregoing items (i) through (vii)
shall not include the Purchase Price.


 


(b)            [During
the [Funding Period][Revolving Period], in consideration of the Grantor Trust’s delivery on the related Subsequent Transfer
Date, if any, to or upon the order of the Issuing Entity of [the amount described in Section 5.01(d) of the Sale and
Servicing Agreement][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)] of the Sale and Servicing Agreement, to be delivered to the Issuing Entity and the increase
in the value of the Grantor Trust Certificate as a result of such sale, the Issuing Entity does hereby agree to sell, transfer,
assign, set over and otherwise convey to the Grantor Trust, without recourse (except as provided herein), pursuant to an assignment
in substantially the form of Exhibit B (a “Subsequent Transfer RCA Assignment”), all right, title and
interest of the Issuing Entity in, to and under:


 






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(i)            the
Subsequent Receivables identified in the Subsequent Transfer RCA Assignment (all of which are identified in World Omni’s
computer files by a code indicating such Subsequent Receivables are owned by the Grantor 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 Issuing Entity 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 Issuing Entity;


 


(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 Purchase Price.]


 


(c)            In
connection with the purchase and sale of the Grantor Trust Collateral hereunder, the Issuing Entity agrees, at its own expense, (i)
to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to
this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all Collections on the Receivables, if any, received on or
after the [applicable] Cutoff Date, and (iii) to deliver to the Grantor Trust the [Initial] RCA
Assignment [and the Subsequent Transfer RCA Assignment (the Subsequent Transfer RCA Assignment together with the Initial
RCA Assignment, the “RCA Assignment”)].


 


(d)           
In consideration of the sale of the Receivables from the Issuing Entity to the Grantor Trust as provided herein, the Grantor Trust
shall deliver to, or upon the order of, the Issuing Entity the Grantor Trust Certificate (the “Purchase
Price”).


 






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Section 2.2             Intent of the Parties.


 


It is the intention of the
parties that each conveyance hereunder from the Issuing Entity to the Grantor Trust constitute (and shall be construed and treated for
all purposes, other than for tax purposes, as) a true and complete sale of the Receivables and the other property of the Issuing Entity
specified in Section 2.1 hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Issuing Entity
to the Grantor Trust. 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 Issuing Entity hereby grants to the Grantor Trust, a first priority perfected security interest in all
of the Issuing Entity’s right, title and interest in, to and under the Receivables and the other property of the Issuing Entity
specified in Section 2.1 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.


 


Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 3.1            Representations
and Warranties of the Issuing Entity Regarding the Receivables.


 


The Issuing Entity makes the
following representations and warranties to the Grantor Trust regarding each Receivable as of the Closing Date [and each Subsequent Closing
Date], which shall survive the sale, transfer and assignment of the Receivables and on which representations and warranties the Grantor
Trust shall rely in acquiring the Receivables. The Issuing Entity further acknowledges that the Grantor Trust and its permitted assignees
rely on the representations and warranties of the Issuing Entity under this Agreement, the Depositor under the Sale and Servicing Agreement
and of the Seller under the Receivables Purchase Agreement in accepting the Receivables and executing and delivering the Grantor Trust
Certificate.


 


(a)           Receivables.
Pursuant to Section[s] 2.1(a) [and 2.1(b)], the Issuing Entity assigns to the Grantor Trust all of its right, title and interest
in, to and under the Receivables Purchase Agreement and the Sale and Servicing Agreement. Such assigned right, title and interest includes
the benefit of the representations and warranties that the Seller made to the Depositor and the Issuing Entity pursuant to Section 3.01(a)
and (b) of the Sale and Servicing Agreement. The Issuing Entity hereby represents and warrants to the Grantor Trust that the Issuing
Entity has taken no action which would cause such representations and warranties of the Depositor or the Seller to be false in any material
respect as of the Closing Date [and each Subsequent Closing Date].


 


(b)           Good
Title. Immediately prior to the conveyance of each Receivable to the Grantor Trust pursuant to this Agreement and [the][each] RCA
Assignment, the Issuing Entity had good and marketable title thereto, free and clear of all Liens except for liens and encumbrances that
will be released concurrent with the transfer of Receivables pursuant to the Receivables Purchase Agreement.


 






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(c)           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.


 


(d)            Value
Given. The Grantor Trust shall have given reasonably equivalent value to the Issuing Entity in consideration for the transfer by
the Issuing Entity to the Grantor Trust of each of the Receivables under this Agreement.


 


Section 3.2            Repurchase
[or Substitution] of Receivables. 


 


(a)           The Issuing Entity agrees to enforce its rights under Sale and Servicing Agreement for the benefit of the Grantor Trust to cause
World Omni or the Servicer, as applicable, to repurchase [or substitute] Receivables materially and adversely affected by a breach of
the representations and warranties set forth in Section 3.01(a) of the Sale and Servicing Agreement, all in the manner set forth in Section
3.02(b) of such agreement (each, a “Repurchase Event”). This repurchase [or substitution] obligation of World Omni
shall constitute the sole remedy of WOAR, the Issuing Entity, the Grantor Trust, the Grantor Trust Trustee, the Indenture Trustee, the
Noteholders, the Owner Trustee, the Certificateholders or any other Person against the Issuing Entity, the Depositor, the Servicer or
World Omni with respect to any Repurchase Event.


 


(b)          The
Issuing Entity agrees to cooperate with the Grantor Trust to cause World Omni to cooperate with the Requesting Party in any dispute resolution
proceeding pursuant to, and be bound by the dispute resolution terms in, Section 3.02(c) of the Sale and Servicing Agreement as if they
were part of this Agreement.


 


Section 3.3            
Representations and Warranties of the Issuing Entity.



 


The Issuing Entity makes the
following representations and warranties to the Grantor Trust as of the date of this Agreement, which shall survive delivery of the Receivables,
and on which representations and warranties the Grantor Trust shall rely in issuing the Grantor Trust Certificate.


 


(a)           Organization
and Good Standing. The Issuing Entity has been duly organized and is validly existing as a statutory trust in good standing under
the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are
presently 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.


 


(b)           Due
Qualification. The Issuing Entity is duly qualified to do business as a foreign entity 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 requires
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 Issuing Entity’s earnings, business affairs or business prospects.


 


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


 






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(d)          
Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Issuing Entity enforceable against
the Issuing Entity 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 Trust Agreement or the Certificate of Trust; (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 Issuing Entity 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 the Basic Documents); or,
(iv) to the best of the Issuing Entity’s knowledge, violate any order, rule or regulation applicable to the Issuing Entity of any
court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over
the Issuing Entity 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 Issuing Entity’s earnings, business affairs
or business prospects.


 


(f)           
No Proceedings. To the best of the Issuing Entity’s 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 Issuing Entity or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that could reasonably be expected to materially
and adversely affect the performance by the Issuing Entity of its obligations under, or the validity or enforceability of, this Agreement
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.


 


(g)           No
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 Issuing Entity in connection
with the execution and delivery by the Issuing Entity of this Agreement or any of the Basic Documents to which it is a party and the
performance by the Issuing Entity 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 Grantor Trust, the Noteholders or the Certificateholders.


 






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Section 3.4          
  Covenants of the Issuing Entity. The Issuing
Entity hereby covenants as to the Receivables the Issuing Entity has contributed to the Grantor Trust hereby that:


 


(a)           Delivery
of Payments. Unless the Monthly Remittance Condition shall then be in effect, the Issuing Entity shall within two (2) Business Days
after the Closing Date, transfer all Collections received by it on or after the [applicable] Cutoff Date with respect to any Receivable
to, or at the direction of, the Grantor Trust.


 


(b)           
Security Interests. Except for the conveyances hereunder and under the Receivables Purchase Agreement, the Sale and Servicing
Agreement, the Indenture and the other Basic Documents, the Issuing Entity will not sell, pledge, assign or transfer to any Person, or
grant, create, incur, assume or suffer to exist any Lien on, or any interest in, to or under the Receivables except for Liens that will
be released contemporaneously with the transfer of the Receivables under the Receivables Purchase Agreement, and the Issuing Entity shall
defend the right, title and interest of Grantor Trust in, to and under the Receivables against all claims of third parties claiming through
or under the Issuing Entity; provided, however, that the Issuing Entity’s obligations under this Section shall terminate
upon the termination of the Grantor Trust pursuant to the Grantor Trust Agreement.


 


Section 3.5        
     Representations and Warranties of the Grantor Trust.


 


The Grantor Trust makes the
following representations and warranties to the Issuing Entity as of the date of this Agreement, and on which representations and warranties
the Issuing Entity shall rely in contributing the Receivables.


 


(a)           
Organization and Good Standing. The Grantor Trust has been duly organized and is validly existing as a statutory trust in
good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such
properties are presently 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.


 


(b)           
Due Qualification. The Grantor Trust is duly qualified to do business as a foreign entity 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 requires 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 Grantor Trust’s earnings, business affairs or business prospects.


 


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


 


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


 






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(e)           
No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof
do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of
time) a default under, the Grantor Trust Agreement or the Certificate of Trust of the Grantor Trust; (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 Grantor Trust 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 the Basic
Documents); or, (iv) to the best of the Grantor Trust’s knowledge, violate any order, rule or regulation applicable to the Grantor
Trust of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Grantor Trust 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 Grantor Trust’s earnings, business
affairs or business prospects.


 


(f)           
No Proceedings. To the best of the Grantor Trust’s 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
Grantor Trust or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, (iii) seeking any determination or ruling that could reasonably be expected to materially
and adversely affect the performance by the Grantor Trust of its obligations under, or the validity or enforceability of, this Agreement
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.


 


(g)          
No 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 Grantor
Trust in connection with the execution and delivery by the Grantor Trust of this Agreement or any of the Basic Documents to which it is
a party and the performance by the Grantor Trust 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 Grantor Trust Certificateholder, the Noteholders or the Certificateholders.


 


Article IV

MISCELLANEOUS PROVISIONS


 


Section 4.1      
       Amendment.


 


(a)            This
Agreement may be amended from time to time, upon (i) satisfaction of the Rating Agency Condition or (ii) delivery by the Issuing
Entity of an Officer’s Certificate to the the Grantor Trust, the Grantor Trust Trustee, the Owner Trustee and the Indenture
Trustee stating such amendment will not materially and adversely affect the interest of any Noteholder or [Unaffiliated]
Certificateholder, by a written amendment duly executed and delivered by the Issuing Entity and the Grantor Trust, to cure any
ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add any
other provision with respect to matters or questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Sale and Servicing Agreement, the Trust Agreement, the Grantor Trust Agreement or the Indenture
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 in the Grantor Trust or Receivables.


 






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(b)          
This Agreement may also be amended by the Issuing Entity and the Grantor Trust, with the consent of the 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 Issuing Entity to that effect delivered to the Grantor
Trust Trustee and the Indenture Trustee by the Issuing Entity or (ii) satisfaction of the Rating Agency Condition) and the holders 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 Issuing Entity to that effect is delivered to
the Grantor Trust Trustee and the Owner Trustee by the Issuing Entity), 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
in the Grantor Trust or Receivables; provided, however, that no such amendment may (i) increase or reduce in any manner
the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to
be made for the benefit of Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the Notes and Certificates that
is required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected
thereby.


 


(c)           
It will not be necessary for the consent of Noteholders or Certificateholders pursuant to Section 4.1(b) to approve the
particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner
of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Noteholders and Certificateholders will be subject to such reasonable requirements as the
Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement.


 


(d)           
Prior to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the Issuing Entity, and the Grantor
Trust Trustee on behalf of the Grantor Trust 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.
No amendment, waiver or other modification which adversely affects the rights, privileges, indemnities, duties or obligations of the Owner
Trustee or the Grantor Trust Trustee under this Agreement shall be effective without such entity’s prior written consent.


 






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(e)           
 Promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency,
the Grantor Trust Trustee, the Owner Trustee and the Indenture Trustee.


 


(f)             [Notwithstanding
any other provision of this Agreement, if the consent rights of the Swap [Cap] Counterparty, if any, is required pursuant to the [Swap
[Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the
Swap [Cap] Counterparty, if any, consents in writing to such amendment.]


 


(g)            [Notwithstanding
anything to the contrary herein, an Opinion of Counsel shall be delivered to the Depositor, the Grantor Trust Trustee and the Owner Trustee
to the effect that such amendment would not cause the Issuing Entity or the Grantor Trust to fail to qualify as a grantor trust for U.S.
federal income tax purposes.]


 


Section 4.2         
    Protection of Right, Title and Interest in and to Receivables.


 


(a)            Filings.
The Issuing Entity, at its expense, shall cause all financing statements and continuation statements and any other necessary documents
perfecting the right, title and interest of the Issuing Entity and the Grantor Trust, respectively, in and to the Receivables and the
other property conveyed hereby to be promptly filed and at all times to be kept recorded, registered and filed, all in such manner and
in such places as may be required by law fully to preserve and protect the right, title and interest of the Grantor Trust hereunder in
and to the Receivables and the other property conveyed hereby. The Issuing Entity hereby authorizes the filing of such financing statements
and ratifies any such financing statements filed prior to the date hereof. The Issuing Entity shall deliver to the Grantor Trust file
stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.


 


(b)           
Name Change. The Issuing Entity shall not change its State of organization or its name, identity or entity structure in
any manner that could reasonably be expected to make any financing statement or continuation statement filed by the Issuing Entity, the
Grantor Trust, or the Grantor Trust’s assigns seriously misleading within the meaning of the UCC, unless it shall give the Grantor
Trust written notice thereof at least five days’ prior to such change and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.


 


(c)           
Relocation. The Issuing Entity shall give the Grantor Trust written notice at least five (5) Business Days prior to any
relocation of its principal executive office if, as a result of such relocation, 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. The Issuing Entity
shall at all times maintain its principal executive office within the United States.


 






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Section 4.3          
Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue.
THIS AGREEMENT AND [THE][EACH] RCA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §§5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW)). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF
MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER OR UNDER [THE][EACH]
RCA ASSIGNMENT IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
BY SUCH COURT.


 


Section 4.4           
Waiver of Jury Trial. TO THE EXTENT PERMITTED
BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN
ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL
BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.


 


Section 4.5           
Notices. All demands, notices and communications
upon or to the Issuing Entity or the Grantor Trust under this Agreement shall be delivered to the Corporate Trust Office of the Owner
Trustee or the Grantor Trust Trustee, as applicable.


 


Section 4.6          
Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement
and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.


 


Section 4.7           
Assignment; Conveyance of Receivables to the Issuing Entity.
This Agreement may not be assigned by the Issuing Entity or the Grantor Trust except as contemplated by this Section 4.7.
The Issuing Entity acknowledges that the Grantor Trust (or any permitted assign) may make further assignments, conveyances and pledges
of the Receivables together with its rights under this Agreement to other Persons pursuant to the Indenture. The Issuing Entity acknowledges
and consents to such assignments and pledges and waives any further notice thereof.


 


Section 4.8            No
Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Grantor Trust or the Issuing Entity, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.


 






    11


     


    

 


Section 4.9             Counterparts; Electronic Signatures. This
Agreement may be executed in one or more counterparts (and by different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email
or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. 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. 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 Grantor Trust Trustee or Owner Trustee pursuant to this Agreement or the related documents, including
the risk of the Grantor Trust Trustee or Owner Trustee acting on any unauthorized instructions and the risk of interception and misuse
by third parties.


 


Section 4.10         
Third-Party Beneficiaries. This Agreement will
inure to the benefit of and be binding upon the parties hereto and the Indenture Trustee and, to the extent expressly referenced herein,
shall inure to the benefit of the Noteholders and the Certificateholders, who shall be considered to be a third-party beneficiary hereof.
Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.


 


Section 4.11          
Entire Agreement. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior
understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.


 


Section 4.12          
Headings. The headings herein are for purposes
of references only and shall not otherwise affect the meaning or interpretation of any provision hereof.


 


Section 4.13          Indemnification.
The Issuing Entity shall indemnify and hold harmless the Grantor Trust and its officers, directors, employees, agents and assignees
(each, an “Indemnified Person”) from and against any loss, liability,
expense (including reasonable and documented out of pocket external attorneys’ fees and costs) or damage suffered or sustained
by reason of third-party claims which may be asserted against or incurred by the Grantor Trust or any of the permitted assignees
(collectively, “Losses”) as a result of the breach of the Issuing
Entity’s representations and warranties contained herein and any failure by the Issuing Entity to comply with its obligations
under Section 4.2; provided that the Issuing Entity’s repurchase obligation for a breach of representations
and warranties set forth in Section 3.2 hereof is the sole remedy therefor, except with respect to matters set forth
above. Notwithstanding the foregoing, such indemnity shall not be available to an Indemnified Person to the extent that such
Losses (A) have resulted from the negligence, bad faith, fraud or willful misconduct of such Indemnified Person or (B) arise
primarily due to the deterioration in the credit quality or market value of the Receivables, Financed Vehicles (or the underlying
Obligors thereunder) or otherwise constituting credit recourse for the failure of an Obligor to pay any amount owing with respect to
any Receivable.


 






    12


     


    

 


Section 4.14           
Survival. 


 


All representations, warranties,
covenants, indemnities and other provisions made by the Issuing Entity herein or in connection herewith shall be considered to have been
relied upon by the Grantor Trust, and shall survive the execution and delivery of this Agreement. The terms of Section 4.13
shall survive the termination of this Agreement.


 


Section 4.15           
No Petition Covenant. 


 


Notwithstanding any prior
termination of this Agreement, the Issuing Entity shall not, prior to the date which is one year and one day after the final distribution
with respect to the Notes to the Note Distribution Account or, with respect to the Certificates, to the Certificateholders or the Certificate
Distribution Account, acquiesce, petition or otherwise invoke or cause the Grantor Trust to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against 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 Grantor
Trust or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Grantor
Trust under any federal or State bankruptcy or insolvency proceeding.


 


Section 4.16           
Limitation on Liability.


 


It is expressly understood
and agreed by the parties hereto that (a) this Agreement is executed and delivered by [                              ],
not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, in the
exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made
on the part of the Issuing Entity or Grantor Trust, as applicable, is made and intended not as personal representations, undertakings
and agreements by [                              ]
but is made and intended for the purpose of binding only Issuing Entity or Grantor Trust, as applicable, (c) nothing herein contained
shall be construed as creating any liability on [                              ],
individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or Grantor Trust,
as applicable, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under
the parties hereto, (d) [                              ]
has made no investigation as to the accuracy or completeness of any representations and warranties made by Issuing Entity or Grantor Trust,
as applicable, in this Agreement and (e) under no circumstances shall [                              ]
be personally liable for the payment of any indebtedness or expenses of Issuing Entity or Grantor Trust, as applicable, or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Issuing Entity or Grantor Trust, as
applicable, under this Agreement.


 






    13


     


    

 


[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]


 






    14


     


    

 


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:	



 


[Signature Page to Receivables Contribution Agreement]


 






    


     


    

 


EXHIBIT A


 


FORM OF [INITIAL] RCA ASSIGNMENT


 


As of [               ], 20[   ],
for value received, in accordance with the Receivables Contribution Agreement, dated as of the date hereof, between World
Omni [Select] Auto [Receivables] Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing
Entity”), and World Omni [Select] Auto [Receivables] Grantor Trust 20[ ]-[ ],
a Delaware statutory trust (the “Grantor Trust”), the Issuing Entity does
hereby sell, assign, transfer and otherwise convey unto the Grantor Trust, without recourse, all right, title and interest of the
Issuing Entity in, to and under: (a) the [Initial] Receivables identified in the Schedule of Receivables to the [Initial] RCA 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 Grantor 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 Issuing Entity 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 Issuing Entity; (e) the Receivables Purchase Agreement and the Sale and Servicing Agreement; (f) 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 (g) the proceeds of any and all of the
foregoing; provided, however, that the foregoing items (i) through (vii) shall not include the Purchase Price.
The foregoing transfer and assignment does not constitute and is not intended to result in any assumption by the Grantor Trust of any
obligation of the Depositor, the Seller, the Servicer, the Issuing Entity or any other Person to the Obligors, Dealers, insurers or any
other Person in connection with the [Initial] Receivables, including any insurance policies or any agreement or instrument relating to
any of them.


 


This [Initial] RCA Assignment
is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables
Contribution Agreement and is to be governed by the Receivables Contribution Agreement.


 


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


 


* * * * *


 






    Ex. A-1


     


    

 


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


 


 


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

not in its individual capacity

but solely as Owner Trustee
	 	 	 
	 	 	 
		By:	
		Name:	
		Title:	



 






    Ex. A-2


     


    

 


SCHEDULE A TO [INITIAL] RCA ASSIGNMENT


 


[INITIAL]
SCHEDULE OF RECEIVABLES


 


The [Initial] Schedule of Receivables is

on file at:


 


Kirkland & Ellis LLP


300 North LaSalle Street


Chicago, IL 60654


 






    


     


    

 


[EXHIBIT B


 


FORM OF SUBSEQUENT TRANSFER RCA
ASSIGNMENT


 


As of
[               ], 20[   ],
for value received, in accordance with the Receivables Contribution Agreement, dated as of the date hereof, between World Omni
[Select] Auto [Receivables] Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), and World Omni
[Select] Auto [Receivables] Grantor Trust 20[ ]-[ ], a Delaware statutory trust (the “Grantor Trust”), the
Issuing Entity does hereby sell, assign, transfer and otherwise convey unto the Grantor Trust, without recourse, all right,
title and interest of the Issuing Entity in, to and under: (a) the Subsequent Receivables identified in the Subsequent Transfer RCA
Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are
owned by the Grantor Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the
related Subsequent Cutoff Date; (b) 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 Issuing Entity
in the Financed Vehicles; (c) 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; (d) 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; (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 (i) through (vi) shall
not include the Purchase Price. The foregoing transfer and assignment does not constitute and is not intended to result in any
assumption by the Grantor Trust of any obligation of the Depositor, the Seller, the Servicer, the Issuing Entity or any other Person
to the Obligors, Dealers, insurers or any other Person in connection with the [Initial] Receivables, including any insurance
policies or any agreement or instrument relating to any of them.


 


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


 


Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned to them in the Receivables Contribution Agreement.]


 


* * * * *


 






    Ex. B-1


     


    

 


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


 


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

not in its individual capacity

but solely as Owner Trustee



 


 


		By:	
		Name:	
		Title:]	



 








    


     


    

 


[SCHEDULE A TO SUBSEQUENT TRANSFER
RCA ASSIGNMENT


 


SUBSEQUENT
SCHEDULE OF RECEIVABLES


 


The Subsequent Schedule of Receivables is

on file at:


 


Kirkland & Ellis LLP


300 North LaSalle Street


Chicago, IL 60654