S-3

As filed with the Securities and Exchange Commission on August 2, 2012

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORLD OMNI AUTO RECEIVABLES LLC

(Depositor with respect to the Issuing Entities Described Herein)

(Exact name of Registrant as Specified in its Charters)

Delaware	6189	52-2184798
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
World Omni Auto Receivables LLC 190 Jim Moran Blvd. Deerfield Beach, Florida 33442 (954) 429-2200		Eric Gebhard, Treasurer World Omni Auto Receivables LLC 190 Jim Moran Blvd. Deerfield Beach, Florida 33442 (954) 429-2200
(Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies To:

Jeffrey S. O’Connor, P.C. Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654 (312) 862-2000 Reed D. Auerbach
Bingham McCutchen LLP 399 Park Avenue New York, New York 10022 (212) 705-7400

Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined in light of market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend reinvestment plans, check the following box.    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Asset Backed Notes	$1,000,000(2)	100%	$1,000,000	$114.60(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The Registrant previously filed a Registration Statement on Form S-3 (Registration No. 333-159392) (as amended, the “Prior Registration Statement”) with the Securities and Exchange Commission. Pursuant to the Prior Registration Statement, there are $1,148,032,000 of unsold amount of Asset-Backed Notes thereunder as of the date of this Registration Statement (the “Unsold Notes”). Filing fees of $64,060.19 were previously paid on August 11, 2009, in connection with the Unsold Notes. Pursuant to Rule 415(a)(6) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended, the Unsold Notes under the Prior Registration Statement are included in this Registration Statement. The amount to be registered under this Registration Statement together with the amount of Unsold Notes included in the Prior Registration Statement, results in a total of $1,149,032,000 in asset backed notes that may be issued under this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. The securities offered hereby may not be sold, nor may offers to buy be accepted, prior to the time a final prospectus supplement is completed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION DATED [            ], 20[        ]

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED [            ], 20[        ]

$[            ]

World Omni Auto Receivables Trust 20[    ]-[    ]

Issuing Entity

$[        ] Class A-1 Asset-Backed Notes, Series 20[        ]-[        ]

$[        ] Class A-2 Asset-Backed Notes, Series 20[        ]-[        ]

$[        ] Class A-3 Asset-Backed Notes, Series 20[        ]-[        ]

$[        ] Class A-4 Asset-Backed Notes, Series 20[        ]-[        ]

[$[        ] Class B Asset-Backed Notes, Series 20[        ]-[        ]]

World Omni Auto Receivables LLC

Depositor

World Omni Financial Corp.

Servicer and Sponsor

You should carefully consider the risk factors beginning on page S-10 in this prospectus supplement and on page 1 in the prospectus.

The notes are obligations of the issuing entity, World Omni Auto Receivables Trust 20[        ]-[        ], and are backed only by the assets of the issuing entity. The notes are not obligations of World Omni Auto Receivables LLC, World Omni Financial Corp., any of their affiliates or any governmental agency.

This prospectus supplement may be used to offer and sell the notes only if accompanied by the prospectus.

The issuing entity is offering the following classes of World Omni Auto Receivables Trust 20[        ]-[        ] notes by this prospectus supplement and the prospectus:

20[        ]-[        ] Asset Backed Notes[(1)]	Class A-1 Notes	Class A-2 Notes	Class A-3 Notes	Class A-4 Notes	[Class B Notes]
Principal Amount	$[            ]	$[            ]	$[            ]	$[            ]	$[            ]
Interest Rate	[[            ]%/One- Month LIBOR plus [            ]%]	[[            ]%/One- Month LIBOR plus [            ]%]	[[            ]%/One- Month LIBOR plus [            ]%]	[[            ]%/One- Month LIBOR plus [            ]%]	[[            ]%/One- Month LIBOR plus [            ]%]
Payment Dates	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]
Initial Payment Date	[            ]	[            ]	[            ]	[            ]	[            ]
Final Scheduled Payment Date	[            ]	[            ]	[            ]	[            ]	[            ]
Price to Public	[            ]%	[            ]%	[            ]%	[            ]%	[            ]%
Underwriting Discount	[            ]%	[            ]%	[            ]%	[            ]%	[            ]%
Proceeds to Depositor	$[             ]	$[             ]	$[             ]	$[             ]	$[             ]]

[(1) On the closing date the issuing entity is also issuing the Class [        ] Notes in the aggregate original principal amount of $[        ]. The Class [        ] Notes are not being offered under this prospectus supplement and the depositor will initially own the Class [        ] Notes.] / [All or a portion of the Class [        ] Notes may be retained by the depositor or sold to one or more affiliates thereof.]

Before deducting expenses of $[            ] payable by the depositor, proceeds to the depositor are estimated to be $[            ].

[The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and floating rate if that class has both a fixed rate tranche and a floating rate tranche. If the interest rate is a floating rate, the rate will be based on One-Month LIBOR. See “Summary of Terms—The Notes” and “—Interest” in this prospectus supplement. If the issuing entity issues any floating rate notes, it will enter into a corresponding interest rate swap with respect to each class or tranche of floating rate notes.]

The notes are payable solely from the assets of the issuing entity, which consist primarily of a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks. See “Fees and Expenses” in this prospectus supplement for a description of fees and expenses payable on each payment date out of available funds.

Credit Enhancement

• A reserve account with an initial balance of $[            ].

• Overcollateralization, excluding the yield supplement overcollateralization amount, to the extent built through the application of excess interest, up to a target level.

• A yield supplement overcollateralization amount.

• Excess interest on the receivables.

[• The Class B Notes are subordinated to the Class A Notes.]

[• Interest rate swap agreement[s] with respect to the Class [        ] Notes.]

We will not list the notes on any national securities exchange or on any automated quotation system of any registered securities association such as NASDAQ.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the notes [(except any notes retained by the depositor or sold to one or more affiliates thereof)], in book-entry form only, will be made through The Depository Trust Company against payments in immediately available funds on or about [            ].

Joint Bookrunners of the Class A Notes

[            ] [            ] [            ]

Co-Managers of the Class A Notes

[            ] [            ] [            ] [            ] [            ] [            ]

[Underwriters of the Class B Notes]

[            ] [            ] [            ]

The date of this Prospectus Supplement is [            ], 20[        ]

Important Notice about Information Presented in this

Prospectus Supplement and the Accompanying Prospectus

Information about the notes is contained in two separate documents that progressively provide more detail:

• the accompanying prospectus, which provides general information, some of which may not apply to the notes; and

• this prospectus supplement, which describes the specific terms of the notes.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including information that is incorporated by reference. We have not authorized anyone to provide you with other or different information. The information in this prospectus supplement and the prospectus is accurate only as of the dates stated on their respective covers.

This prospectus supplement begins with two introductory sections describing the Series 20[        ]-[        ] Notes and the issuing entity in abbreviated form:

Summary of Terms, which gives a brief introduction of the key features of the notes and a description of the receivables; and

Risk Factors, appearing on page S-10 of this prospectus supplement, which describes risks that apply to the notes which are in addition to those described in the prospectus with respect to the securities issued by the issuing entity generally.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The “Table of Contents” in this prospectus supplement and in the prospectus identify the pages where these sections are located.

You can find definitions of the capitalized terms used in this prospectus supplement in the “Glossary of Terms to the Prospectus Supplement” which appears at the end of this prospectus supplement and in the “Glossary of Terms to the Prospectus” which appears at the end of the prospectus.

If the information in this prospectus supplement is more specific than the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

If you require additional information, the mailing address of our principal executive offices is World Omni Auto Receivables LLC, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and the telephone number is (954) 429-2200. For other means of acquiring additional information about us or a series of securities, see “Incorporation of Certain Information By Reference” beginning on page 55 of the prospectus.

In this prospectus supplement, the terms “depositor,” “we,” “us” and “our” refer to World Omni Auto Receivables LLC.

TABLE OF CONTENTS

Section	Page
Transaction Structure and Parties		iii
Summary of Terms		S-1
Risk Factors		S-10
Class B Notes are subject to greater risk because of subordination of that class		S-10
Holders of the Class B Notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur		S-10
Payment priorities increase risk of loss or delay in payment to certain notes		S-11
The notes are not suitable investments for all investors		S-11
Limited assets of the issuing entity could result in losses on the notes		S-11
Proceeds of the sale of receivables may not be sufficient to pay your notes in full; failure to pay principal on your notes will not constitute an event of default until maturity		S-12
[Possible [repayment as a result of pre-funding and/or] Prepayment on receivables will cause prepayments on your notes		S-12
You may experience reduced returns and delays on your notes resulting from a vehicle recall		S-12
[Changes in pool characteristics from those of the initial pool may adversely affect collections on the receivables and payments on your notes		S-13	]
The geographic concentration and performance of the receivables may increase the risk of loss on your investment		S-13
You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market		S-14
Continuing economic developments may adversely affect the performance and market value of your notes		S-15
Federal financial regulatory legislation could have an adverse effect on World Omni Financial Corp., the depositor and the issuing entity, which could result in losses or delays in payments on your notes		S-15
Withdrawal or downgrade of the initial ratings of the notes will, and the issuance of unsolicited ratings on your notes or any adverse changes to a hired rating agency may, affect the prices for the notes upon resale		S-17
The failure to pay interest on the subordinated classes of notes is not an event of default		S-17
[The depositor may retain or sell to one or more affiliates thereof all or a portion of the Class [     ] Notes, which may reduce the liquidity of your Class [    ] Notes		S-18	]
[Failure by the swap counterparty to make payments to the issuing entity and the seniority of payments owed to the swap counterparty could reduce or delay payments on the notes		S-18	]

Section	Page
[Risks associated with the unknown allocation of the Class [     ] Notes and delay in selection of the swap counterparty, if any		S-19	]
[The outcome of LIBOR manipulation claims may have an adverse impact on your Class [     ] Notes		S-19	]
The Issuing Entity		S-20
Capitalization of the Issuing Entity		S-20
The Owner Trustee		S-21
The Indenture Trustee		S-21
The Trust Property		S-21
The Receivables Pool		S-22
[Initial Receivables		S-22	]
[Subsequent Receivables		S-25	]
Pool Underwriting		S-26
Review of Pool Assets		S-26
Delinquencies, Repossessions and Net Losses		S-28
Static Pool Information About Certain Previous Securitized Pools		S-30
Prepayment and Yield Considerations—Weighted Average Life of the Securities		S-31
Pool Factors and Other Information		S-39
Use of Proceeds		S-39
The Servicer and Sponsor		S-39
Repurchases of Receivables in Prior Securitized Pools		S-39
Description of the Notes		S-40
Payments of Interest		S-40
Payments of Principal		S-41
Redemption Upon Optional Purchase		S-42
[Mandatory Prepayment		S-42	]
Registration of the Notes		S-42
Book-Entry Registration		S-42
Description of the Trust Documents		S-43
Trust Accounts		S-44
Advances		S-44
Servicing Compensation		S-44
Servicing of Defaulted Receivables		S-44
Distributions		S-45
Reserve Account		S-48
[Pre-Funding Account		S-49	]
[Negative Carry Account		S-50	]
[Revolving Period		S-50	]
Overcollateralization		S-50
The YSOC Amount		S-50
Indenture		S-50
Reports to Noteholders		S-51
Description of the Certificates		S-52
Trustee Indemnification and Trustee Resignation and Removal		S-52
[Interest Rate Swaps		S-53	]
[The Swap Counterparty		S-53	]
[Swap Agreement Significance Percentage		S-54	]
Affiliations and Relationships Among Transaction Parties		S-55

i

Section	Page
Fees and Expenses		S-55
Material Federal Income Tax Consequences		S-56
Discount and Premium		S-56
Gain or Loss on Disposition		S-57
Backup Withholding and Information Reporting		S-57
State and Local Tax Consequences		S-58
Certain ERISA Considerations		S-59

Section	Page
Underwriting		S-60
Forward-Looking Statements		S-62
Legal Proceedings		S-62
Legal Matters		S-62
Glossary of Terms to the Prospectus Supplement		S-63
Appendix A: Static Pool Information About Certain Previous Securitized Pools		A-1

ii

TRANSACTION STRUCTURE AND PARTIES^[(1)]

The following chart summarizes the structure and parties to the transaction and provides only a simplified overview of their relationships. Please refer to this prospectus supplement and the prospectus for a further description.

[(1) All or a portion of the Class [    ] Notes may be retained by the depositor or sold to one or more affiliates thereof.]

iii

SUMMARY OF TERMS

The following summary is a short, concise description of the main terms of the notes. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the notes following this summary and in the prospectus.

Parties and Dates

Issuing Entity

The issuing entity of the notes is World Omni Auto Receivables Trust 20[    ]-[    ], also referred to herein as the “issuing entity.”

Depositor

World Omni Auto Receivables LLC, a Delaware limited liability company and wholly-owned, special-purpose subsidiary of World Omni Financial Corp.

The address and telephone number of the depositor is:

190 Jim Moran Blvd.

Deerfield Beach, Florida 33442

(954) 429-2200

Servicer and Sponsor

World Omni Financial Corp., a Florida corporation and a wholly owned subsidiary of JM Family Enterprises, Inc.

Through its subsidiaries, JM Family Enterprises, Inc. provides a full range of automotive-related distribution and financial services to Toyota dealerships in Alabama, Florida, Georgia, North Carolina and South Carolina, referred to herein as the “Five-State Area,” and provides financial services to other dealerships throughout the United States. Southeast Toyota Distributors, LLC, a wholly owned subsidiary of JM Family Enterprises, Inc., is the exclusive distributor of Toyota cars and light-duty trucks, parts and accessories in the Five-State Area and distributes Toyota vehicles pursuant to a distributor agreement with Toyota Motor Sales, U.S.A., Inc. that commenced in 1968 and has been subsequently renewed through October 2014. World Omni Financial Corp. has provided financial services to Toyota dealers in the Five-State Area since 1982, operating under the Southeast Toyota Finance name since 1996.

Indenture Trustee

[        ]

Owner Trustee

[        ]

Swap Counterparty

[        ]

[Initial] Cutoff Date

[        ]

The information presented in this prospectus supplement relates to the pool of receivables as of the [initial] cutoff date. [We refer to that pool as the “initial pool.” If there is a funding period, the depositor will transfer to the issuing entity subsequent receivables to the extent that subsequent receivables have been acquired by the depositor from World Omni Financial Corp. We refer to such pool of receivables as of the end of the funding period as the “final pool.”]

The aggregate principal balance of the receivables included in the [initial] pool sold to the issuing entity on the closing date will be $[        ] as of the [initial] cutoff date.

[Subsequent] Cutoff Date

[        ]

[With respect to any receivables transferred to the issuing entity after the closing date, the date specified by the depositor.]

Closing Date

On or about [        ].

The Notes

World Omni Auto Receivables Trust 20[    ]-[    ] will issue the following notes:

Class A-1 [[        ]%/Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[        ];

Class A-2 [[        ]%/Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[        ];

Class A-3 [[        ]%/Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[        ];

Class A-4 [[        ]%/Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[        ]; and

Class B [[        ]%/Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[        ] [The Class [        ] Notes are not being offered under this prospectus supplement and will initially be retained by the depositor.]/[All or a portion of the Class [        ] Notes may be retained by the depositor or sold to one or more affiliates thereof.]

[The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and floating rate if that class has both a fixed rate tranche and a floating rate tranche. If the interest rate is a floating rate, the rate will be based on One-Month LIBOR plus the applicable spread described on the cover page of this prospectus supplement. If the issuing entity issues any floating rate notes,

S-1

it will enter into a corresponding interest rate swap with respect to each class or tranche of floating rate notes. See “Description of the Notes—Payments of Interest” in this prospectus supplement for a description of how the interest rate based on One-Month LIBOR is determined.]

The aggregate original principal amount of the Class A Notes will be $[        ]and the aggregate original principal amount of the Class B Notes will be $[        ]. The notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] will be issued in minimum denominations of [$1,000] and integral multiples of [$1,000], in book-entry form only, through The Depository Trust Company, Clearstream Banking, société anonyme, and Euroclear. For more information, read “Registration of the Notes—Book-Entry Registration“ in this prospectus supplement and “Description of the Notes—Book-Entry Registration“ in the prospectus. We expect that delivery of the notes will be made on the closing date.

Payment Dates

The issuing entity will make payments on the notes on the [15^th] day of each month, except that when the [15^th] day is not a business day, the issuing entity will make payments on the notes on the next business day. We refer to such date as a “payment date.” The initial payment date will be [                    ].

The final scheduled payment date for each class of notes is listed below. The issuing entity expects that each class of notes will be paid in full prior to its final scheduled payment date.

Class A-1 Notes	[	]
Class A-2 Notes	[	]
Class A-3 Notes	[	]
Class A-4 Notes	[	]
Class B Notes	[	]

Interest

On each payment date, the indenture trustee will remit to the holders of record of each class of notes as of the related record date interest at the respective per annum interest rate applicable to that class of notes on the outstanding principal amount of that class of notes as of the close of business on the preceding payment date.

Interest on the Class [    ] Notes will be calculated on the basis of the actual number of days in the related interest accrual period (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date) and a 360-day year. This means that the interest due on the Class [    ] Notes on each payment date will be the product of:

• the aggregate outstanding principal balance of the Class [    ] Notes;

• the related interest rate; and

• the actual number of days since the previous payment date (or, in the case of the initial payment date, since the closing date) divided by 360.

Interest for a related period on the other classes of notes will be calculated on the basis of a 360-day year of twelve 30-day months (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date). This means that the interest due on these classes of notes on each payment date will be the product of:

• the aggregate outstanding principal balance of the related class of notes;

• the related interest rate; and

• 30 (or, in the case of the initial payment date, [                    ], assuming a closing date of [                    ]) divided by 360.

[Payments of interest on the notes generally will be subordinate to net payments by the issuing entity to the swap counterparty under the interest rate swaps. We refer you to “Description of the Trust Documents—Interest Rate Swaps” in this prospectus supplement.] Interest payments on all classes of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of interest on the Class A Notes. Under the limited circumstances described under “Description of the Trust Documents—Distributions—Allocations and Distributions” in this prospectus supplement, the Class A Notes will be entitled to receive specified payments of principal before payments of interest are made on the Class B Notes. In addition, in the event that the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be payable on the Class B Notes until all principal of and interest on the Class A Notes have been paid in full.

We refer you to “Description of the Notes—Payments of Interest“ in this prospectus supplement.

Principal

On each payment date, from the amounts allocated to the holders of the notes to pay principal described in clauses ([3]), ([5]) and ([7]) under “—Priority of Payments“ below, the issuing entity will pay principal of the notes in the following order of priority:

(1) to the Class A-1 Notes until they are paid in full; then

(2) to the Class A-2 Notes until they are paid in full; then

(3) to the Class A-3 Notes until they are paid in full; then

S-2

(4) to the Class A-4 Notes until they are paid in full; and then

(5) to the Class B Notes until they are paid in full.

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes from funds allocated to the holders of the notes in the following order of priority:

(1) to the holders of the Class A-1 Notes until the Class A-1 Notes are paid in full; then

(2) to the holders of the remaining Class A Notes, pro rata, based upon their respective unpaid principal amount until the Class A Notes have been paid in full; and then

(3) to the holders of the Class B Notes until the Class B Notes are paid in full.

All outstanding principal and interest with respect to a class of notes will be payable in full on its final scheduled payment date. We refer you to “Description of the Trust Documents—Distributions—Payments to Noteholders” in this prospectus supplement.

[Mandatory Prepayment]

[If there is a funding period, the notes will be prepaid in whole or in part on the payment date immediately following the calendar month in which the last day of the funding period occurs if and to the extent any amounts remain on deposit in the pre-funding account on that payment date after giving effect to the purchase of all subsequent receivables. This mandatory prepayment will be applied to each class of notes in accordance with the priorities with respect to distributions of principal described under the first paragraph under “The Notes—Principal” above.]

Redemption Upon Optional Purchase

The servicer may, at its option, cause a redemption of the outstanding notes by purchasing all the receivables. The servicer may only do this on any payment date following the last day of any collection period during which the aggregate outstanding principal balance of the receivables is [10.00]% or less of the aggregate starting principal balance of all receivables transferred to the issuing entity. The redemption price of the notes shall equal the aggregate outstanding principal amount of the notes plus accrued and unpaid interest thereon to but excluding the date of redemption and the purchase price for the receivables shall not be less than [the sum of] the redemption price [and all amounts owing to the swap counterparty under the interest rate swaps].

Priority of Payments

On each payment date, any funds available for distribution from the receivables, [the net amount of funds received by the issuing entity under the interest rate swaps,

funds available from the negative carry account up to the negative carry amount,] funds in excess of the amount required to be on deposit in the reserve account and other specified amounts constituting available funds, if any, in each case, with respect to that payment date, after the deduction of servicing fees, unpaid servicing fees and reimbursement of advances, in each case, paid to or retained by the servicer, will be distributed in the following amounts and order of priority:

(1) [the monthly swap payment amounts payable by the issuing entity to the swap counterparty under the interest rate swaps;]

(2) [pro rata (a)] interest on the Class A Notes [and (b) senior swap termination payment amounts owed by the issuing entity, if any];

(3) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes as of the day immediately preceding such payment date exceeds (b) the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less the yield supplement overcollateralization amount as of the last day of the related collection period, also referred to herein as the “YSOC Amount,” as described under “Description of the Trust Documents—The YSOC Amount” in this prospectus supplement [, plus amounts, if any, on deposit in the pre-funding account as of the last day of the prior calendar month];

(4) interest on the Class B Notes;

(5) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of the day immediately preceding such payment date exceeds (b) the aggregate outstanding principal balance of receivables as of the last day of the related collection period less the YSOC Amount as of the last day of the related collection period [, plus amounts, if any, on deposit in the pre-funding account as of the last day of the prior calendar month] less (c) any amounts allocated to pay principal of the notes under clause [(3)] above;

(6) to the reserve account, the amount, if any, necessary to fund the reserve account up to its required amount;

(7) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the notes as of the day immediately preceding such payment date exceeds (b) the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less the sum of (x) the YSOC Amount as of the last day of the related collection period and (y) the overcollateralization target amount for that payment date [, plus amounts, if any, on deposit in the pre-funding account as of the last day of the prior calendar month], less (c) any amounts allocated to pay principal of the notes under clauses [(3) and (5)] above;

S-3

(8) [subordinate swap termination payment amounts payable by the issuing entity and any other amounts owed by the issuing entity to the swap counterparty pursuant to the interest rate swaps]; and

(9) the remainder, if any, as distributions to the certificateholders.

In the event that available funds are not sufficient to make the entire allocations required by clauses (1) through ([5]) above, the indenture trustee shall withdraw funds from the reserve account and will apply those funds to complete the distributions required by those clauses in the priority specified above.

In the event that 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:

(1) [the monthly swap payment amounts payable by the issuing entity to the swap counterparty under the interest rate swaps];

(2) [pro rata (a)] interest on the Class A Notes [and (b) senior swap termination payment amounts owed by the issuing entity, if any];

(3) if the notes have been declared to be due and payable as a result of the occurrence of an event of default under the indenture as a result of default in payment of any interest on or principal of any note in accordance with the indenture, to the holders of the Class A-1 Notes, the aggregate outstanding amount of such class, and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding amount of each such class of the notes;

(4) interest on the Class B Notes;

(5) if the notes have been declared to be due and payable as a result of the occurrence of an event of default under the indenture other than as a result of default in payment of any interest on or principal of any note in accordance with the indenture, to the holders of the Class A-1 Notes, the aggregate outstanding amount of such class, and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding amount of each such class of the notes;

(6) principal on the Class B Notes;

(7) [subordinate swap termination payment amounts payable by the issuing entity and any other amounts owed by the issuing entity to the swap counterparty pursuant to the interest rate swaps]; and

(8) the remainder, if any, as distributions to the certificateholders.

We refer you to “Description of the Trust Documents—Distributions—Allocations and Distributions” in this prospectus supplement. We also refer you to “Description of the Trust Documents—Distributions—Payments to Noteholders” in this prospectus supplement and “Fees and Expenses” in this prospectus supplement for a description of fees and expenses payable on each payment date out of available funds.

Events of Default; Priority and Acceleration

Each of the following shall be an event of default under the indenture:

• a default for five business days or more in the payment of any interest on any note; provided, that, until the outstanding amount of the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note shall not by itself constitute an event of default;

• a default in the payment of the principal of or any installment of the principal of any such note when the same becomes due and payable, to the extent funds are available therefor, and on the related final scheduled payment date;

• a material default in the observance or performance of any covenant or agreement of the issuing entity, subject to notice or cure provisions;

• any representation or warranty made by the issuing entity being materially incorrect as of the date it was made, subject to notice and cure provisions; or

• some events of bankruptcy, insolvency, receivership or liquidation of the issuing entity, both voluntary and involuntary.

The amount of principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay principal of a class of notes due to a lack of amounts available to make such a payment will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes or the redemption date.

Upon any event of default, the indenture trustee or a majority of the holders of controlling securities may immediately declare the unpaid principal amount of the notes, together with accrued and unpaid interest thereon through the date of acceleration, due and payable.

If the notes are so accelerated, the priority of payments will change. For further detail, we refer you to “Description of the Trust Documents— Distributions—Payments to Noteholders“ in this prospectus supplement.

S-4

Controlling Securities

So long as the Class A Notes are outstanding, the Class A Notes will be the controlling securities. As a result, holders of each class of the Class A Notes generally vote together as a single class under the indenture. For additional information about the voting rights of noteholders, see “Description of the Notes—The Indenture“ and “Description of the Trust Documents—Voting Rights; Controlling Securities“ in the prospectus. Upon payment in full of the Class A Notes, the Class B Notes will be the controlling securities. See “Holders of the Class B Notes May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur“ in this prospectus supplement. [Notes retained by the depositor or held by any affiliate thereof will be disregarded and deemed not to be outstanding 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 under any related transaction document.]

[Interest Rate Swaps]

[The issuing entity may enter into one or more interest rate swaps with [    ], as the swap counterparty, to hedge its floating rate interest obligations with respect to the Class [    ] Notes.]

[Under each interest rate swap, on each payment date, the swap counterparty will be obligated to make a monthly payment to the issuing entity in an amount equal to the product of (i) a notional amount equal to the outstanding aggregate principal balance of the related class of floating rate notes as of the preceding payment date or, in the case of the initial payment date, the closing date, and (ii) a floating interest rate based on One-Month LIBOR for the related payment date plus the applicable spread set forth below, and the issuing entity will make a monthly payment to the swap counterparty in an amount equal to the product of (a) that same notional amount and (b) the applicable fixed monthly interest rate set forth below on the basis of a 360-day year of twelve 30-day months.]

[The spread to be used in calculating the swap counterparty’s payments under the interest rate swaps related to [Class [    ] Notes] will be equal to [    %]. The fixed rates to be used in calculating the issuing entity’s payments under the interest rate swaps related to [the Class [    ] Notes] will be equal to [    %] per annum.]

[On each payment date, the amount that the issuing entity is obligated to pay to the swap counterparty will be netted against the amount that the swap counterparty is obligated to pay to the issuing entity. Only the net amount payable will be due from the issuing entity or the swap counterparty, as applicable. Monthly swap payment amounts payable by the issuing entity will rank higher in priority than interest payments due on the notes.]

[In the event that the swap counterparty’s long-term or short-term ratings cease to be at the levels required by [insert rating agencies], the swap counterparty will be obligated to either obtain a guaranty from or assign its rights and obligations under the interest rate swaps to another party with the required rating or post collateral. [Insert description of any additional rating agency requirements.] If the swap counterparty has not taken one of these specified actions within the specified time, the issuing entity may terminate the interest rate swaps.]

[See “Description of the Trust Documents—Interest Rate Swaps” in this prospectus supplement for additional information.]

Servicing

After the sale of the receivables to the issuing entity, World Omni Financial Corp. will continue to service the receivables. World Omni Financial Corp.’s responsibilities as servicer will include collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of defaulted receivables, monitoring the performance of the receivables and advancing interest on delinquent receivables. We refer you to “Description of the Trust Documents—Advances“ in this prospectus supplement for more information on advances. In return for World Omni Financial Corp.’s services, the issuing entity will pay a fee to World Omni Financial Corp. on each payment date out of collections received by the issuing entity, which generally will be 1/12 of [1.00]% of the principal balance of receivables as of the first day of the related collection period. [The servicing fee payable to the servicer on the initial payment date with respect to the initial collection period will be pro-rated, however, to compensate for the length of the initial collection period not being one month.] We refer you to “Description of the Trust Documents—Servicing Compensation” in this prospectus supplement.

The Receivables

The primary assets of the issuing entity will include a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks. We refer to these contracts as “receivables.” [All or a portion of the receivables will be acquired by the issuing entity on the closing date, which receivables we refer to as the “initial receivables,” and the remainder of the receivables will be acquired by the issuing entity after the closing date, which receivables we refer to as the “subsequent receivables.”] The issuing entity will be entitled to receive all payments received after the [initial] cutoff date with respect to the [initial] receivables, [and in the case of the subsequent receivables, after each subsequent cutoff date that is designated for those subsequent receivables by the depositor.]

We refer to the principal balance of a receivable as of the cutoff date as the “starting principal balance” of that receivable and the principal balance of a receivable as of the date it was originated as the “original principal balance” of that receivable

S-5

[If on the closing date the issuing entity does not acquire receivables with an aggregate starting principal balance as of the initial cutoff date, less the YSOC Amount as of the initial cutoff date, at least equal to the aggregate principal amount of the notes plus an amount equal to the initial overcollateralization, an amount equal to the shortfall shall be deposited into a pre-funding account and the issuing entity will have a funding period during which it is expected to acquire subsequent receivables. In that event, amounts also will be deposited into the negative carry account. On the closing date, $    will be deposited into the pre-funding account and will represent % of the sum of (a) the aggregate starting principal balance of the initial receivables, less the YSOC Amount as of the initial cutoff date, and (b) the expected aggregate starting principal balance of the subsequent receivables, less the YSOC Amount for such subsequent receivables as of the related subsequent cutoff date.]

[Other than with respect to the purchase of subsequent receivables], there is no requirement or ability to add or remove pool assets from the pool other than the right of the issuing entity to remove a pool asset from the pool upon a breach of a representation, warranty or covenant. The sole remedy for such breach shall be repayment of the diverted amounts.

The assets of the issuing entity will also include [rights under the interest rate swaps,] monies on deposit in specific accounts, including the reserve account, [the pre-funding account, and the negative carry account], other property and the proceeds thereof. See “The Issuing Entity—The Trust Property” in this prospectus supplement for additional information regarding the assets of the issuing entity.

The receivables acquired by the issuing entity will be sold by World Omni Financial Corp. to World Omni Auto Receivables LLC, and then by World Omni Auto Receivables LLC to the issuing entity. The issuing entity will grant a security interest in the receivables and other specified trust property to the indenture trustee for the benefit of the noteholders.

As of the [initial] cutoff date, the receivables in the [initial] pool had the following general characteristics:

Aggregate Principal Balance	$[	]
Weighted Average Annual Percentage Rate	[	]%
Range of Annual Percentage Rates	[    ]% to [	]%
Weighted Average Remaining Term to Maturity (months)	[	]
Weighted Average Original Term to Maturity (months)	[	]
Latest Scheduled Maturity Date	[	]

For further information about the characteristics of the receivables in the [initial] pool as of the [initial] cutoff date, see “The Receivables Pool“ in this prospectus supplement.

[The characteristics of the receivables in the final pool as of the end of the funding period may differ from those of the receivables in the initial pool as of the initial cutoff date.] All receivables acquired by the issuing entity, however, must satisfy the eligibility criteria specified in the trust documents.

The aggregate principal balance of receivables included in the [initial] pool sold to the issuing entity on the closing date will be $[        ] as of the [initial] cutoff date.

There are no outstanding series or classes of securities that are backed by the asset pool and there are no material direct or contingent claims on or against the receivables other than those held by the secured parties under the indenture.

In connection with the offering of the Notes, the depositor has performed a review of the receivables pool and certain disclosure in this prospectus supplement and the accompanying prospectus relating to the receivables in the pool, as described under “The Receivables— Review of Pool Assets” in this prospectus supplement

Credit Enhancement

Credit enhancement is intended to provide protection against losses or delays in payments on the notes. The credit enhancement for the notes is in the form of a reserve account, subordination, overcollateralization, the yield supplement overcollateralization amount and excess interest.

Reserve Account

On the closing date, $[        ] will be deposited into the reserve account, which is equal to [    ]% of the expected aggregate starting principal balance of the [initial] receivables as of the [initial] cutoff date less the YSOC Amount as of the [initial] cutoff date.

[In addition, on each date during the funding period on which subsequent receivables are transferred to the issuing entity, cash or eligible investments in an amount equal to [    ]% of the aggregate starting principal balance of such subsequent receivables as of the related subsequent cutoff date less the YSOC Amount of such subsequent receivables as of the related subsequent cutoff date will be withdrawn from the pre-funding account and deposited into the reserve account.]

The indenture trustee will apply funds in the reserve account to make the payments in clauses (1) through ([5]) under the section entitled “Priority of Payments” above that are not covered by collections on the receivables[, net amounts received by the issuing entity under the interest rate swaps and amount available from the negative carry account]. In addition, on the final scheduled payment date for any class of notes, if any principal amount of such class of notes remains outstanding, the indenture trustee will apply funds from the reserve account to repay such class of notes in full.

S-6

The amount required to be on deposit in the reserve account on any payment date is equal to the lesser of (a) [    ]% of the aggregate starting principal balance of all receivables transferred to the issuing entity less the YSOC Amount of those receivables as of the applicable cutoff date or (b) the aggregate outstanding principal amount of the notes on such payment date after giving effect to all payments of principal thereof. Amounts in the reserve account in excess of the required amount for any payment date will become part of available funds for that payment date. The reserve account will be replenished, if necessary, to its required amount with collections on the receivables remaining after making required allocations of interest and principal payments on the notes.

Subordination of the Class B Notes

The subordination in priority of payments of the Class B Notes to the Class A Notes will provide additional credit enhancement to the Class A Notes. The Class B Notes will be allocated available funds only after the Class A Notes have received their applicable portions of available funds for a given payment date. The priority of payments is further described in “Description of the Notes—Payments of Interest,“ “Description of the Notes—Payments of Principal“ and “Description of the Trust Documents—Distributions“ in this prospectus supplement.

Losses not covered by any credit enhancement or support will be effectively allocated to the classes of notes in the reverse order of priority of payments on the notes, such that losses will be first allocated to the overcollateralization, if any, then to the principal balance of the Class B Notes and then to the principal balance of the Class A Notes.

Overcollateralization

Overcollateralization represents the amount by which the aggregate outstanding principal balance of the receivables held by the issuing entity less the YSOC Amount of those receivables [plus amounts in the pre-funding account, if any], exceeds the aggregate outstanding principal amount of the notes. Overcollateralization as of the closing date is expected to be approximately [    ]% of the aggregate starting principal balance of the [initial] receivables less the YSOC Amount of the [initial] receivables as of the [initial] cutoff date. [On any date on which subsequent receivables are transferred to the trust, additional overcollateralization will be added to the issuing entity in an amount equal to approximately [    ]% of the aggregate starting principal balance of the subsequent receivables transferred to the issuing entity on that date less the YSOC Amount of those subsequent receivables as of the related cutoff date.] In addition, the application of funds according to clause ([7]) under the section entitled “Priority of Payments“ above is designed to increase the level of overcollateralization as of any payment date to a target amount of [    ]% of the aggregate outstanding principal balance of the receivables as of the end of the related collection period less the YSOC Amount, but not less than [    ]% of the

aggregate starting principal balance of the receivables less the YSOC Amount as of the closing date. The overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections on the receivables, if any.

The Yield Supplement Overcollateralization Amount

The YSOC Amount, with respect to any calendar month and the related payment date, or with respect to the [initial] cutoff date [or any subsequent cutoff date], is the aggregate amount by which the principal balance as of the last day of such calendar month or the respective cutoff date of each of the related receivables with an annual percentage rate as stated in the related contract of less than [    ]%, or such other percentage approved by the rating agencies hired by the sponsor to rate the notes, herein referred to as the “required rate,” other than a defaulted receivable, exceeds the present value, calculated using a discount rate equal to the required rate, of each scheduled payment of each such receivable assuming such scheduled payment is made on the last day of each month and each month has 30 days.

Excess Interest

More interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the related servicing fee, trustee fees and expenses, and interest on the notes each month. Any such excess in interest payments from obligors will serve as additional credit enhancement.

[To be inserted if applicable — Credit enhancement may also include: cash advances, deposits or letters of credit to provide additional funds that may be applied to make payments on the securities issued by the issuing entity; interest rate swap agreements that will enable the issuing entity to pay a fixed or floating rate of interest on one or more classes of securities and currency protection agreements that will enable the issuing entity to pay one or more classes of securities in a specified currency; and credit or liquidity facilities issued by a financial institution or other entity covering specified losses on the receivables or shortfalls in payments due on specified securities.]

[To be inserted if applicable — in the event a provider of credit enhancement or other support such as a derivative is liable or contingently liable to provide 10% or more of the cash flow for the notes, additional descriptive and financial information regarding the credit enhancement provider or derivative counterparty, as applicable.]

[Purchases of Subsequent Receivables]

[If on the closing date the issuing entity does not acquire receivables with an aggregate starting principal balance as of the initial cutoff date, less the YSOC Amount as of the initial cutoff date, at least equal to the aggregate principal amount of the notes plus an amount equal to the initial overcollateralization, an amount equal to the shortfall shall be deposited into a pre-funding account and the issuing entity will have a funding period during which it is expected to acquire subsequent receivables. In that event, amounts also will be deposited into the negative carry account.]

S-7

[Pre-Funding Account]

[If there is a funding period, on the closing date, $ [        ], which represents [    ]% of the aggregate original principal amount of the notes, will be deposited into a segregated trust account held by the indenture trustee for the benefit of the noteholders, and will be used to acquire subsequent receivables from the depositor during the funding period. On each subsequent transfer date during the funding period, the depositor will transfer to the issuing entity subsequent receivables having an aggregate starting principal balance less the YSOC Amount for such subsequent receivables as of the related subsequent cutoff date that is at least equal to the initial pre-funded amount to the extent that subsequent receivables have been acquired by the depositor from World Omni Financial Corp., and will deposit the required amounts in the reserve account in connection with that acquisition. On each subsequent transfer date during the funding period, (1) an amount equal to [    ]% of the starting principal balances of all subsequent receivables transferred to the issuing entity on such subsequent transfer date less the YSOC Amount of those subsequent receivables as of the related subsequent cutoff date will be withdrawn from the pre-funding account and (2) from those funds, an amount equal to the related reserve account subsequent transfer deposit will be deposited into the reserve account and the remainder will be paid to the depositor as payment for such subsequent receivables. The duration of the pre-funding period will not extend beyond one year after the date of issuance of the notes and the amount of proceeds deposited into the pre-funding account will not exceed 50% of the offering proceeds.]

[The “funding period” will be the period from and including the closing date until the earliest of (1) the date on which the amount on deposit in the pre-funding account (after giving effect to the acquisition of all subsequent receivables, including any subsequent receivables acquired on that date) is not greater than $100,000, (2) the occurrence of an event of default under the indenture, (3) the occurrence of a servicer default under the sale and servicing agreement, (4) the occurrence of specified events of insolvency with respect to the depositor or the servicer, and (5) the close of business on the last business day of [                    ].]

[Any amount remaining in the pre-funding account at the end of the funding period will be payable to the noteholders as a mandatory prepayment as described above. For further information, please see “The Receivables Pool—The Subsequent Receivables” in this prospectus supplement.]

[Negative Carry Account]

[If there is a funding period, on the closing date the depositor will deposit $[        ] into a segregated trust account held by the indenture trustee for the benefit of the noteholders. On each payment date related to a calendar month in the funding period, the indenture trustee will withdraw the negative carry amount for that payment date and deposit it into

the collection account. Such amount shall become part of available funds for that payment date.]

[The “negative carry amount” means, as of any payment date, the amount by which the total interest payable to the noteholders with respect to the pre-funded portion of the pool exceeds the investment earnings on the pre-funded amount during the preceding calendar month.]

[On each payment date, any amount remaining on deposit in the negative carry account after giving effect to the distribution of the negative carry amount for that payment date in excess of the required negative carry account balance for that payment date will become part of available funds for that payment date. On the payment date following the calendar month in which the last day of the funding period, if any, occurs, after giving effect to all withdrawals from the negative carry account on that payment date, all amounts remaining on deposit in the negative carry account will become part of available funds.]

[The “required negative carry account balance” means, as of any payment date, the lesser of (1) the amount then on deposit in the negative carry account and (2) the maximum negative carry amount for the remainder of the funding period, assuming no further withdrawals from the pre-funding account and investment earnings on amounts on deposit therein at a rate of [    ]%. The “maximum negative carry amount” for the closing date and for any payment date is equal to the product of (1) the excess of (a) the weighted average interest rates on the notes on that date[, assuming the interest rate on the Class A-4 Notes are [    ]%], over (b) [    ]%, multiplied by (2) the amount on deposit in the pre-funding account on that date, and multiplied by (3) the fraction of a year represented by the number of days from that 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). The required negative carry amount will be zero for each payment date following the calendar month in which the last day of the funding period occurs.]

[Revolving Period]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1103(a)(5)(i), (iii), (iv), (v), and (vi) of Regulation AB, as applicable.]

Tax Status

Kirkland & Ellis LLP, special tax counsel, is of the opinion that for federal income tax purposes, the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] will be characterized as indebtedness and the issuing entity will not be characterized as an association (or publicly traded partnership) taxable as a corporation. In accepting a note, each holder of that note will be deemed to agree to treat the note as indebtedness for income tax purposes.

S-8

We refer you to “Material Federal Income Tax Consequences“ in the prospectus and in this prospectus supplement for additional information concerning the application of federal tax laws to the issuing entity and the notes and to “State and Local Tax Consequences“ in this prospectus supplement for additional information concerning the application of state tax laws to the issuing entity and the notes.

We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction. See “Material Federal Income Tax Consequences” and “State and Local Tax Consequences” in this prospectus supplement and “Material Federal Income Tax Consequences“ in the accompanying prospectus.

ERISA Considerations

Subject to the considerations discussed under “Certain ERISA Considerations“ in this prospectus supplement, the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] are eligible for purchase by pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts.

By its acquisition of a note each investor will be deemed to represent that either it is not acquiring such note with the assets of any plan or that, its purchase and holding of such note will not give rise to a nonexempt prohibited transaction.

We refer you to “Certain ERISA Considerations“ in this prospectus supplement.

Ratings of the Notes

We expect that the notes (other than the Class A-1 Notes) will receive credit ratings from at least two nationally recognized rating agencies hired by the sponsor to rate the notes.

The rating agencies hired by the sponsor have discretion to monitor and adjust the ratings on the notes. The notes may

receive an unsolicited rating from a rating agency not hired by the sponsor that is different from the ratings provided by the rating agencies hired by the sponsor to rate the notes. As of the date of this prospectus supplement, we are not aware of any unsolicited ratings on the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency. See “Risk Factors— Withdrawal or downgrading of the initial ratings of the notes will, and the issuance of unsolicited ratings on your notes or any adverse changes to a hired rating agency may, affect the prices for the notes upon resale” in this prospectus supplement and “Risk Factors—A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the notes“ in the prospectus for more information.

Eligibility of the Class A-1 Notes for Purchase by Money Market Funds

The Class A-1 Notes are structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, some of which have recently been amended, including additional requirements relating to portfolio maturity, liquidity and risk diversification. If you are a money market fund contemplating a purchase of Class A-1 Notes, you are encouraged to consult your counsel before making a purchase.

Certificates

The issuing entity will also issue certificates that represent the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. The depositor will initially retain the certificates. The certificates are not being offered by this prospectus supplement and the accompanying prospectus

S-9

RISK FACTORS 

Prospective investors in the notes should consider the following factors and the additional factors discussed under “Risk Factors” in the prospectus.

Class B Notes are subject to greater risk because of subordination of that class.	The Class B Notes bear greater risks than the Class A Notes because payments of interest on and principal of the Class B Notes are subordinated, to the extent described in “Description of the Notes—Payments of Interest,” “Description of the Notes—Payments of Principal” and “Description of the Trust Documents—Distributions” in the prospectus supplement, to payments of interest on and principal of the Class A Notes.
	Interest payments on the Class B Notes on each payment date will be subordinated to servicing fees due and reimbursement of advances to the servicer, interest payments on the Class A Notes, and principal payments to the Class A Notes to the extent the aggregate outstanding principal amount of the Class A Notes as of the day immediately preceding the related payment date exceeds the aggregate outstanding principal balance of the receivables less the YSOC amount less amounts previously distributed as principal on such payment date. In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be paid to the Class B Notes until all principal of and interest on the Class A Notes have been paid in full.
	Principal payments on the Class B Notes will be subordinated in priority to the Class A Notes, as described in “Description of the Notes—Payments of Principal” in the prospectus supplement. No principal will be paid on the Class B Notes until all principal of the Class A Notes has been paid in full. In addition, principal payments on the Class B Notes will be subordinated to payments of interest on the Class A Notes and the Class B Notes. See “Description of the Notes—Payments of Principal” in the prospectus supplement.
	This subordination could result in reduced or delayed payments of principal of and interest on the Class B Notes.
Holders of the Class B Notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.	The Class A Notes will be the “controlling class” under the indenture while any Class A Notes are outstanding. Only after the Class A Notes have been paid in full will the Class B Notes be the controlling class. The rights of the controlling class will include the following: •    following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity, including a sale of the receivables; •    following a servicer default, to waive the servicer default or to terminate the servicer; •    to remove the indenture trustee and appoint a successor; and •    to consent to certain other actions specified in the indenture.
	In exercising any rights or remedies under the indenture, the controlling class may act solely in its own interests. Therefore, holders of Class B Notes that are subordinated to the controlling class will not be able to participate in the determination of any proposed actions that are within the purview of the controlling class, and the controlling class could take actions that would adversely affect the holders of the Class B Notes.

S-10

Payment priorities increase risk of loss or delay in payment to certain notes.	Because the principal of each class of notes generally will be paid sequentially, (i) classes of Class A Notes that have higher numerical class designations will be outstanding longer than classes of Class A Notes that have lower numerical class designations, and, therefore, will be exposed to the risk of losses on the receivables during periods after Class A Notes with lower numerical designations have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished and (ii) Class B Notes will be outstanding longer than the Class A Notes, and, therefore, will be exposed to the risk of losses on the receivables during periods after the Class A Notes have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished.
	Further, even if there is an event of default and subsequent acceleration of the notes, principal payments will be made first on the Class A-1 Notes until they have been paid in full and then pro rata to the other Class A Notes until they have been paid in full, then to the Class B Notes until they have been paid in full. As a result, the yields of the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, as compared to the yield on the Class A-1 Notes, will be relatively more sensitive to losses on the receivables and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if the available overcollateralization and available amounts from the reserve account [and the negative carry account] are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
The notes are not suitable investments for all investors.	The notes may not be a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment, and the interaction of these factors.
Limited assets of the issuing entity could result in losses on the notes.	The issuing entity will not have any significant assets or sources of funds to make payments on the notes other than the collections on the receivables[, amounts, if any, in the negative carry account up to the negative carry amount, net amounts received by the issuing entity under the interest rate swaps] and the amounts available in the reserve account. You must rely upon payments on the receivables[, amounts, if any, in the negative carry account up to the negative carry amount, net amounts received by the issuing entity under the interest rate swaps] and amounts available in the reserve account for repayment of your notes. Although (1) funds in the reserve account may be available on any payment date to cover shortfalls in distributions of interest and certain distributions of principal on the notes and (2) funds in the reserve account may be replenished with collections on the receivables remaining after making required interest payments and certain principal payments on the notes, the amounts available from the reserve account [and the negative carry account, if any,] are limited. If the amounts on deposit in the reserve account [and the negative carry account] become depleted, the issuing entity will depend solely on collections on the receivables [and net amount received by the issuing entity under the interest rate swaps] to make payments on the notes. If the amounts on deposit in the reserve account [and the negative carry account] are insufficient to cover shortfalls in payments of interest and principal, you may suffer losses.

S-11

Proceeds of the sale of receivables may not be sufficient to pay your notes in full; failure to pay principal on your notes will not constitute an event of default until maturity.	If so directed by the requisite noteholders, following an acceleration of the notes upon an event of default, the indenture trustee will sell the receivables owned by the issuing entity. We cannot assure you, however, that the market value of those receivables will at any time be equal to or greater than the aggregate outstanding principal amount of the notes. Therefore, upon an event of default, there may not be sufficient funds available to repay you in full. In addition, the amount of principal required to be paid to you will be limited to amounts available in the collection account (and available amounts from the reserve account [and the negative carry account, if any]). Therefore, the failure to pay principal of your notes where funds are not available for such payment will not result in the occurrence of an event of default until the final scheduled payment date for your notes.
[Possible prepayment as a result of pre-funding and/ or] Prepayment on receivables will cause prepayments on your notes.	[If there is a funding period and all of the funds in the pre-funding account are not used to purchase subsequent receivables, a prepayment of all or a portion of the principal of the Class A-1 Notes and possibly a portion of the Class A-2 Notes as described above would occur. The amount of the notes that would be prepaid is not known at this time, but the greater the prepayment, the shorter the weighted average life of the notes.] Principal on each class of notes must be fully paid by the final scheduled payment date for that class of notes. However, because some prepayments of the receivables are likely and some receivables have terms to maturity that are shorter than the term to maturity assumed in calculating each class’ final scheduled payment date, the actual payment of any class of notes may occur earlier, and could occur significantly earlier, than that class’ final scheduled payment date. Nevertheless, we cannot assure you that the final distribution of principal of any or all classes of notes will be earlier than that class’ final scheduled payment date. Prepayments of principal shall be paid in the same order of priority as the scheduled payments provided for in this prospectus supplement. You may not be able to reinvest any principal repaid to you earlier than you expected at a rate of return that is equal to or greater than your expected yield on your notes.
You may experience reduced returns and delays on your notes resulting from a vehicle recall.	Obligors that own motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the receivables, you may experience delays in payments or principal losses on your notes.
	In addition, prepayments may be higher than expected if obligors sell their vehicles due to concerns arising from a recall, regardless of whether such vehicle was affected by the recall. As a result, you may receive payment of principal on the notes earlier than you expected. See “Risk Factors—Prepayment on receivables will cause prepayments on your notes” in this prospectus supplement and “Risk Factors—You may experience reduced returns on your notes resulting from prepayments” in the accompanying prospectus.

S-12

[Changes in pool characteristics from those of the initial pool may adversely affect collections on the receivables and payments on your notes.]	[This prospectus supplement describes only the characteristics of the receivables in the initial pool as of the initial cutoff date. If there is a funding period, the final pool of receivables as of the end of the funding period will contain receivables in addition to those included in the initial pool. As a result, the characteristics of the receivables in the final pool as of the end of the funding period may differ from those of the initial pool as of the initial cutoff date.] [Receivables originated or acquired by World Omni Financial Corp. after the initial cutoff date may be acquired based on acquisition criteria different from those that were applied to the receivables in the initial pool and may be of a different credit quality and seasoning, which could adversely affect the amount collected on the receivables. In addition, following the transfer of additional receivables to the issuing entity, the characteristics of the receivables, including the composition of the receivables, the distribution by annual percentage rate, and geographic distribution may vary from those of the receivables in the initial pool. We refer you to “The Receivables Pool” in this prospectus supplement. Since the weighted average life of the notes will be influenced by the rate at which the principal balances of the receivables are paid, some of these variations will affect the weighted average life of the notes. We refer you to “Prepayment and Yield Considerations–Weighted Average Life of the Securities” in this prospectus supplement.]
The geographic concentration and performance of the receivables may increase the risk of loss on your investment.	Economic conditions in the states where obligors reside may affect delinquencies, losses and prepayments on the receivables. Economic conditions that may affect payments on the receivables include: •    unemployment, •    fuel prices, •    declines in home values, •    interest rates, •    inflation rates, •    consumer perceptions of the economy, and •    effects of natural catastrophes.
	Adverse economic conditions in a state where a large number of obligors are located could have a disproportionately significant effect on the delinquency, loss or repossession experience of the receivables. The consequences of a significant economic downturn, including rising unemployment and continued lack of availability of credit, may lead to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining market value of the automobiles securing the receivables, which could increase the amount of a loss if the receivable defaults. These negative conditions could also have an effect on the timing and amount of principal and interest payments on your notes and you may suffer a loss. As of the [initial] cutoff date, World Omni Financial Corp.’s records indicate that the billing addresses of the obligors of the receivables in the [initial] pool were concentrated in [        ]. Adverse economic conditions as a result of a recession in the Five-State Area, including a decline in home values, may affect payments on the receivables from obligors residing in those states. The occurrence of hurricanes or geological disasters, such as the recent oil spill in the Gulf Coast region of the United States, in those states may adversely affect receivables located in those states. In addition, we may be unable to accurately assess the effect of natural disasters, such as hurricanes and tornadoes, or geological disasters, such as oil spills or other similar events, on the economy or on the receivables in those states. [To be inserted if applicable — For

S-13

	any state or other geographic region where 10% or more of the pool assets are or will be located, description of any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows.] The effect of natural disasters, such as hurricanes and tornadoes, or geological disasters, such as oil spills or other similar events, on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects of delinquency, default and prepayment experience of the receivables because any adverse impact as a result of a future recession, hurricane, tornado or human-caused event or any similar event may be borne by the noteholders. We refer you to “The Receivables Pool—Geographic Distribution of the Receivables in the [Initial] Pool as of the [Initial] Cutoff Date” in this prospectus supplement.
You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market.	The underwriters may, but are not obligated to, provide a secondary market for the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)]. We cannot assure you that a market will develop or, if one does develop, that it will provide you with liquidity of investment or continue for the life of your notes.
	Recent and, in some cases, continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused a significant reduction in liquidity in the secondary market for asset-backed securities. This period of illiquidity may continue, or even worsen, and there can be no assurance that future events will not occur that could have an additional adverse effect on liquidity in the secondary market. Periods of illiquidity in the secondary market could adversely affect the market value of your notes and your ability to locate a willing purchaser. Furthermore, the global financial markets have recently experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to further disruption of the credit markets in the United States. If the sovereign credit rating of the United States or government guaranteed debt instruments are further downgraded, the ratings, the market price and the marketability of your notes could be adversely affected, as could the general economic conditions in the United States. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment.
	In addition, the issuance and offering of the notes may not comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (“CRD”). Lack of compliance with the CRD may preclude certain investors from purchasing the notes. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment.

S-14

Continuing economic developments may adversely affect the performance and market value of your notes.	Over the past few years, the United States has experienced a period of economic slowdown and a recession that may adversely affect the performance and market value of your notes. High unemployment and continued reduced availability of credit may lead to increased delinquency and default rates by obligors. This period may be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contacts, which may weaken collateral coverage and could result in losses on your notes. Significant increases in the inventory of used motor vehicles during periods of economic weakness may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales.
	Additionally, higher future energy and fuel prices could reduce the amount of disposable income that the affected obligors have available to make monthly payments on their automobile finance contracts. Higher energy costs could also cause business disruptions, which could cause higher unemployment and a further or deepening economic downturn. Such obligors could potentially become delinquent in making monthly payments or default if they were unable to make payments due to increased energy or fuel bills or unemployment. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments. While certain economic factors have improved recently, other factors, such as unemployment, have not yet returned to levels existing prior to the economic slowdown. If the economic downturn worsens or continues for a prolonged period of time, delinquencies and losses with respect to the receivables generally could increase again.
Federal financial regulatory legislation could have an adverse effect on World Omni Financial Corp., the depositor and the issuing entity, which could result in losses or delays in payments on your notes.	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which generally took effect on July 22, 2010, and many provisions will require additional implementing regulations to be issued. The Dodd Frank Act, amongst other things:
	•    created the Bureau of Consumer Financial Protection (“BCFP”), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services; •    created a new framework for the regulation of over-the-counter derivatives activities; •    strengthened the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission (the “SEC”); and •    created a liquidation framework for the resolution of bank holding companies and other non-bank financial companies defined as “covered financial companies.”
	The Dodd Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which may include World Omni Financial Corp. The BCFP will have supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions, including the ability to define and regulate unfair, deceptive or abusive practices. This may result in increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on World Omni Financial Corp.’s ability to expand product and service offerings due to stricter consumer protection laws and regulations.

S-15

The Dodd Frank Act increases the regulation of the securitization markets. For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It will also give broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations under the Dodd Frank Act or the oversight of the SEC or BCFP may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as World Omni Financial Corp. or its affiliates. Until all of the implementing regulations have been issued, no assurance can be given that these new requirements imposed by the Dodd Frank Act will not have a significant impact on the servicing of the receivables, on the regulation and supervision of World Omni Financial Corp., the servicer, the sponsor, the depositor, the issuing entity or their respective affiliates.

Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to World Omni Financial Corp. or its affiliates, including the depositor and the issuing entity. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—Potential Applicability to World Omni Financial Corp., the Depositor and the Issuing Entity” in the accompanying prospectus.

If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of World Omni Financial Corp., the depositor or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. World Omni Financial Corp. has structured the transfers of the receivables to the depositor and the issuing entity as a valid and perfected sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of World Omni Financial Corp. Any attempt by the FDIC to recharacterize the transfer of the receivables as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entity were to become subject to OLA, the FDIC may repudiate the debt of the issuing entity and the related noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under OLA” in the accompanying prospectus.

In addition, and also assuming that the FDIC were appointed receiver of World Omni Financial Corp., the depositor or the issuing entity under OLA, the FDIC could avoid transfers of receivables that are deemed “preferential.” Under one potential interpretation of OLA, the FDIC could avoid World Omni Financial Corp.’s transfer of receivables to the depositor perfected merely by the filing of a UCC financing statement. If the transfer were voided as a preference under OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables. Although the FDIC has issued a final rule to the effect that the preference provisions of OLA should be interpreted in a manner consistent with those of the Bankruptcy Code, the application of the provisions remains uncertain. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under OLA” in the accompanying prospectus.

S-16

Withdrawal or downgrade of the initial ratings of the notes will, and the issuance of unsolicited ratings on your notes or any adverse changes to a hired rating agency may, affect the prices for the notes upon resale.	The depositor expects that the notes (other than the Class A-1 Notes) will receive ratings from two nationally recognized statistical rating organizations (“NRSROs”) hired by the sponsor to rate the notes. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings on the notes. SEC rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the SEC, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies. Under SEC rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes even if such parties are aware of such unsolicited ratings. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	Furthermore, Congress or the SEC may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.
	Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the obligors on the related receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes. See also “Risk Factors—A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the notes” in the accompanying prospectus.
The failure to pay interest on the subordinated classes of notes is not an event of default.	The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes—for example, for so long as any of the Class A Notes are outstanding, the Class B Notes—will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not a controlling class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any action under the indenture.

S-17

[The depositor may retain or sell to one or more affiliates thereof all or a portion of the Class [        ] Notes, which may reduce the liquidity of your Class [        ] Notes.]

[The amount of Class [        ] Notes sold to investors as contemplated by this prospectus supplement and the accompanying prospectus, if any, and the amount of Class [        ] Notes retained by the depositor or sold to one or more affiliates thereof, if any, may not be known until the day of pricing. Therefore, investors should not expect further disclosure of this matter prior to their entering into commitments to purchase the Class [        ] Notes. A significant reduction in liquidity in the secondary market for your Class [        ] Notes may result if the depositor retains or sells to one or more affiliates thereof a large principal amount of such notes. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price of notes already in the market could be adversely affected. Additionally, if any retained Class [        ] Notes are subsequently sold, the voting power of the noteholders of the outstanding notes may be diluted.]

[Failure by the Swap Counterparty, if any, to Make Payments to the Issuing Entity and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes.]

[As described further in the “Description of the Trust Documents—Interest Rate Swaps,” if the issuing entity issues any floating rate notes, it will enter into one or more interest rate swaps because the receivables owned by the issuing entity will bear interest at a fixed rate while [the Class [        ] Notes], if any, will bear interest at a floating rate based on One-Month LIBOR.] [During any period in which the amount based on the floating One-Month LIBOR-based rate payable by the swap counterparty is substantially greater than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, if the interest rate swaps are terminated, the swap counterparty may be obligated to make a termination payment to the issuing entity, which could be substantial. If the swap counterparty fails to pay any amount due to the issuing entity, you may experience delays and/or reductions in the interest and principal payments on your notes. If the swap counterparty fails to make a termination payment owing to the issuing entity, the issuing entity may not be able to enter into replacement interest rate swaps and to the extent that the interest rate on [the Class [        ] Notes] exceeds the fixed rate that the issuing entity would have been required to pay the swap counterparty under the interest rate swaps, the amount available to pay principal of and interest on the notes will be reduced.] [During any period in which the amount based on the floating rate payable by the swap counterparty is less than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be obligated to make payments to the swap counterparty. In addition, if the interest rate swaps are terminated, the issuing entity may be obligated to make a termination payment to the swap counterparty, which could be substantial. The swap counterparty will have a claim on the assets of the issuing entity for the monthly swap payment amount due, if any, to the swap counterparty under the interest rate swaps. The swap counterparty’s claim other than with respect to termination payments may be higher than or equal in priority to payments on the notes. If there is a shortage of funds available on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.]

S-18

[Risks Associated with the Unknown Allocation of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes and Delay in Selection of the Swap Counterparty, if any.]

[The identity of the swap counterparty, if any, and the allocation of the principal balance between the Class A-2a notes and the Class A-2b notes, the Class A-3a notes and the Class A-3b notes and the Class A-4a notes and the Class A-4b notes, if any, may not be known until the day of pricing. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes. As the principal balance of any of the floating rate Class A-2b notes, Class A-3b notes or Class A-4b notes, if any, is increased, there will be a greater amount of floating rate securities issued by the issuing entity, and therefore the issuing entity will have a greater aggregate reliance upon and exposure to the swap counterparty, if any, and noteholders will bear additional risks associated with interest rate swaps as more fully described in this prospectus supplement in “—Failure by the Swap Counterparty, if any, to Make Payments to the Issuing Entity and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes.” Because the aggregate amount of Class A-2 notes, Class A-3 notes and Class A-4 notes is fixed as set forth on the cover of this prospectus supplement, the aggregate division of the Class A-2 principal balance between the Class A-2a notes and the Class A-2b notes, the Class A-3 principal balance between the Class A-3a notes and the Class A-3b notes and the Class A-4 principal balance between the Class A-4a notes and the Class A-4b notes, if any, may result in one or more of such classes not being issued or being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

[The outcome of LIBOR manipulation claims may have an adverse impact on your Class [        ] Notes.]

[The interest rates to be borne by the Class [        ] Notes are based on a spread over one-month LIBOR, as set forth on the cover of this prospectus supplement. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. Certain financial institutions have been accused by various regulators of manipulating LIBOR, and have been alleged to have altered costs when reporting them to regulators. In addition to such regulatory investigations, lawsuits have been filed in the United States District Court for the Southern District of New York seeking damages for losses arising from LIBOR manipulation. Decisions are currently pending as to whether such lawsuits can proceed.] [It is unknown at this time what effect, if any, these investigations or any related litigation will have on the use of LIBOR as a global benchmark going forward. We cannot provide any assurances that the rate-setting process for LIBOR will not be affected by similar conduct in the future, or that the investigations into the rate-setting process will not result in changes in the process used to determine LIBOR that could adversely affect the interest rate on your Class [        ] Notes or that could result in a disruption in the rate-setting process. Therefore, the rate at which the Class [        ] Notes bear interest could be adversely affected by misconduct in the rate-setting process for LIBOR or as a result of future changes to such process. It is also unknown whether there will be a negative effect to you if the LIBOR global benchmark is no longer available.]

S-19

THE ISSUING ENTITY

The issuing entity is a statutory trust under the laws of the State of Delaware formed pursuant to a trust agreement between World Omni Auto Receivables LLC, a Delaware limited liability company, and the owner trustee. Before the sale and assignment of the trust assets to the issuing entity, the issuing entity will have no assets, obligations or operating history. The issuing entity will not engage in any business other than:

• acquiring, holding and managing the receivables, the other trust assets and any proceeds from the receivables and other trust assets;

• issuing and making payments on the notes and certificates;

• assigning and pledging the property of the issuing entity to the indenture trustee;

• [entering into the Interest Rate Swaps and paying the Monthly Swap Payment Amounts and Swap Termination Payment Amounts pursuant to the Interest Rate Swaps, if any;] and

• performing its obligations under the transaction documents and engaging in other activities to accomplish the above.

The requirements that apply to an amendment of the trust agreement are described in the prospectus under “Description of the Trust Documents—Amendments.” The issuing entity’s initial equity capitalization is expected to be approximately $[        ], which is the expected aggregate starting principal balance of the [initial] receivables, including the YSOC Amount, as of the [initial] cutoff date [plus the pre-funding account initial deposit, if any,] less the aggregate original principal amount of the notes as of the closing date, plus the amounts on deposit in the reserve account [and the negative carry account, if any]. The certificates, evidencing an undivided beneficial interest in the issuing entity that is subordinate to the interest of the holders of the notes, will be issued to and initially retained by the depositor. The certificates represent the equity or residual interest in the issuing entity and are not being offered by this prospectus supplement and prospectus.

Capitalization of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:

Receivables	$	[	]
Reserve Account		[	]
[Pre-Funding Account]		[	]
[Negative Carry Account]		[	]

The following table illustrates the expected liabilities of the issuing entity as of the closing date ^[(1)]:

Class A-1 Notes	$	[	]
Class A-2 Notes		[	]
Class A-3 Notes		[	]
Class A-4 Notes		[	]
Class B Notes		[	]
Total	$	[	]

[(1) All or a portion of the Class [    ] Notes may be retained by the depositor or sold to one or more affiliates thereof.]

No expenses will be incurred in connection with the selection and acquisition of the receivables from the offering proceeds.

The issuing entity’s fiscal year ends on December 31.

S-20

The Owner Trustee

[    ], a [    ], will act as owner trustee under the trust agreement.

[To be inserted by Owner Trustee: disclosure about the Owner Trustee as required by Items 1109, 1117 and 1119 of Regulation AB.]

The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee described in the trust documents.

The Indenture Trustee

[    ], a [    ], will act as the indenture trustee under the indenture for the benefit of the noteholders.

[To be inserted by Indenture Trustee: disclosure about the Indenture Trustee as required by Items 1109, 1117 and 1119 of Regulation AB.]

The indenture trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the indenture trustee described in the trust documents.

The Trust Property

The primary assets of the issuing entity will include the following:

• a pool of receivables consisting of retail installment sale contracts secured by new and used automobiles and light-duty trucks;

• monies received under the receivables after the applicable cutoff date;

• amounts that from time to time may be held in one or more trust accounts, including the reserve account, [the negative carry account, the pre-funding account,] the note distribution account and the collection account, each established and maintained on behalf of the issuing entity by a trustee;

• the rights of the depositor under the purchase agreement pursuant to which the depositor purchases the receivables from World Omni Financial Corp. and all of the rights of the issuing entity under the sale and servicing agreement pursuant to which the depositor sold the receivables to the issuing entity and the servicer services the receivables on behalf of the trust;

• security interests in the financed vehicles;

• the rights of the depositor to receive any proceeds with respect to the receivables from claims on certain insurance policies covering the financed vehicles or the obligors;

• any credit enhancement [including any net amounts received by the issuing entity under the Interest Rate Swaps]; and

• any and all proceeds of the foregoing.

S-21

THE RECEIVABLES POOL

The primary assets of the issuing entity will include a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks, which we refer to as the pool of receivables.

[The Initial Receivables]

The characteristics set forth in this section are based on the pool of receivables as of the [initial] cutoff date. [The characteristics of the receivables in the final pool as of the end of the funding period may differ from those of the initial pool. To the extent any material pool characteristic of the final pool at the time of issuance of the notes differs by 5% or more from the description of the initial pool disclosed in this prospectus supplement and to the extent required by the rules and regulations of the SEC, information regarding the final pool will be included in a Form 8-K filed by the issuing entity within four business days of the closing date.]

The issuing entity will acquire the receivables in the [initial] pool from the depositor on the closing date. The aggregate principal balance of receivables included in the [initial] pool sold to the issuing entity on the closing date will be $[        ], measured as of the [initial] cutoff date.

[As of the [initial] cutoff date, approximately [    ]% of the aggregate principal balance of the receivables in the [initial] pool were originated by World Omni Financial Corp. under a program in which World Omni Financial Corp. finances the purchase of a vehicle that was previously leased. See “World Omni Financial Corp.’s Automobile Finance Business—Underwriting” in the prospectus for more information on this program.] As of the [initial] cutoff date, each of the receivables in the [initial] pool met certain eligibility criteria, which formed the basis for the selection of the receivables. The eligibility criteria provide that each receivable:

• was secured by a new or used automobile or light-duty truck;

• was originated in the United States;

• was originated or acquired by World Omni Financial Corp. in the ordinary course of business;

• was a simple interest receivable;

• provided for level monthly payments that fully amortize the amount financed over its original term, except for minimal differences in the first or last months;

• had an original term to maturity of [    ] to [    ] months;

• provided for the payment of a finance charge at a stated annual percentage rate ranging from [    ]% to [    ]%;

• did not have a scheduled payment for which $40.00 or more was more than 30 days past due;

• was not due, to the best knowledge of World Omni Financial Corp., from any obligor who was the subject of a bankruptcy proceeding or was bankrupt or insolvent;

• was not secured by a financed vehicle that had been repossessed without reinstatement of the related contract; and

• had a scheduled maturity date not later than [                    ].

S-22

The following table sets forth information regarding the composition of the receivables in the [initial] pool as of the [initial] cutoff date. The “Weighted Average Annual Percentage Rate,” the “Weighted Average Original Term to Maturity,” the “Weighted Average Remaining Term to Maturity” and the “Weighted Average FICO^® score” in the table are weighted based on the principal balance of the related receivables as of the [initial] cutoff date.

Composition of the Receivables in the [Initial] Pool as of the [Initial] Cutoff Date

Aggregate Principal Balance	$	[	]
Number of Receivables		[	]
Average Principal Balance	$	[	]
Average Original Principal Balance	$	[	]
Range of Original Principal Balances	$	[            ] to $[	]
Weighted Average Annual Percentage Rate		[	]%
Range of Annual Percentage Rates		[            ]% to [	]%
Weighted Average Original Term to Maturity		[            ] month	s
Range of Original Terms to Maturity		[            ] months to [             ] month	s
Percent of Aggregate Principal Balance with Original Terms greater than 60 months		[	]%
Weighted Average Remaining Term to Maturity		[            ] month	s
Range of Remaining Terms to Maturity		[            ] months to [            ] month	s
Weighted Average FICO® score(1)(2)		[	]
Range of FICO® scores that represents greater than 90% of all pool FICO® scores(1)(2)(3)		[            ] to [	]

(1) FICO^® is a registered trademark of Fair Isaac Corporation. An obligor’s FICO^® score measures the likelihood that such obligor will repay his or her obligation as expected.

(2) FICO^® scores are calculated excluding accounts for which no FICO^® score is available.

(3) A 90% FICO^® score range of [    ]—[    ] has the meaning that greater than 90% of the aggregate outstanding principal balance of the applicable receivables is composed of obligors with FICO^® scores between [    ] and [    ], with less than 5% of obligor FICO^® scores (based on the aggregate outstanding principal balance of the applicable receivables) exceeding [    ] and less than 5% of obligor FICO^® scores (based on the aggregate outstanding principal balance of the applicable receivables) falling below [    ].

As of the [initial] cutoff date, approximately [    ]% of the aggregate principal balance of the receivables in the [initial] pool, constituting approximately [    ]% of the total number of receivables in the [initial] pool, represented financings of new vehicles, and approximately [    ]% of the aggregate principal balance of the receivables in the [initial] pool, constituting approximately [    ]% of the total number of receivables in the [initial] pool, represented financings of used vehicles. As of the [initial] cutoff date, approximately [    ]% of the aggregate principal balance of the receivables in the [initial] pool, constituting approximately [    ]% of the total number of receivables in the [initial] pool, represented financings of Toyota manufactured vehicles. No other manufacturer of vehicles is represented by more than [    ]% of the total number of receivables in the [initial] pool.

S-23

The following table sets forth information regarding the composition of the receivables relating to financings of Toyota manufactured vehicles in the [initial] pool as of the [initial] cutoff date.

Distribution of the Toyota Manufactured Vehicles in the [Initial] Pool by Product Segment as

of the [Initial] Cutoff Date⁽¹⁾

Product Segment

Number of Receivables

Percentage of Number of Receivables

Aggregate Starting Principal Balance

Percentage of Aggregate Starting Principal Balance

Passenger Car

[

]

[

]%

$

[

]

[

]%

Other Truck / Other SUV / Minivan

[

]

[

]

[

]

[

]

Large Truck / Large SUV(2)

[

]

[

]

[

]

[

]

Total

[

]

[

]%

$

[

]

[

]%

(1) Includes only retail installment sales contracts representing financings of new and used Toyota manufactured vehicles.

(2) Consists of [    ],[    ]and [    ] retail installment sales contracts.

The following table sets forth information regarding the geographic distribution of the receivables in the [initial] pool as of the [initial] cutoff date for the states with the largest concentrations of receivables. No other state accounts for more than [    ]% of the aggregate principal balance of the receivables in the [initial] pool. The breakdown by state is based on the billing addresses of the obligors of the receivables. The percentages in the table may not add up to 100% because of rounding.

Geographic Distribution of the Receivables in the [Initial] Pool as of the [Initial] Cutoff Date

State

Number of Receivables

Percentage of Number of Receivables

Aggregate Starting Principal Balance

Percentage of Aggregate Starting Principal Balance

[            ]

[

]

[

]%

$

[

]

[

]%

[            ]

[

]

[

]

[

]

[

]

[            ]

[

]

[

]

[

]

[

]

[            ]

[

]

[

]

[

]

[

]

[            ]

[

]

[

]

[

]

[

]

All Others

[

]

[

]

[

]

[

]

Total

[

]

[

]%

$

[

]

[

]%

S-24

The following table sets forth information regarding the distribution of the receivables in the [initial] pool by annual percentage rate as of the [initial] cutoff date. Percentages in the table may not add up to 100% because of rounding.

Distribution of the Receivables in the [Initial] Pool by Annual Percentage Rate as

of the [Initial] Cutoff Date

Annual Percentage Rate Range

Number of Receivables

Percentage of Number of Receivables

Aggregate Starting Principal Balance

Percentage of Aggregate Starting Principal Balance

0.000 –   1.000%

[

]

[

]%

$

[

]

[

]%

1.001 –   2.000%

[

]

[

]

[

]

[

]

2.001 –   3.000%

[

]

[

]

[

]

[

]

3.001 –   4.000%

[

]

[

]

[

]

[

]

4.001 –   5.000%

[

]

[

]

[

]

[

]

5.001 –   6.000%

[

]

[

]

[

]

[

]

6.001 –   7.000%

[

]

[

]

[

]

[

]

7.001 –   8.000%

[

]

[

]

[

]

[

]

8.001 –   9.000%

[

]

[

]

[

]

[

]

9.001 – 10.000%

[

]

[

]

[

]

[

]

10.001 – 11.000%

[

]

[

]

[

]

[

]

11.001 – 12.000%

[

]

[

]

[

]

[

]

12.001 – 13.000%

[

]

[

]

[

]

[

]

13.001 – 14.000%

[

]

[

]

[

]

[

]

14.001 – 15.000%

[

]

[

]

[

]

[

]

15.001 – 16.000%

[

]

[

]

[

]

[

]

16.001 – 17.000%

[

]

[

]

[

]

[

]

17.001 – 18.000%

[

]

[

]

[

]

[

]

18.001 – 19.000%

[

]

[

]

[

]

[

]

19.001 – 20.000%

[

]

[

]

[

]

[

]

Total

[

]

[

]%

$

[

]

[

]%

[The Subsequent Receivables]

[During the funding period, the issuing entity is expected to acquire additional receivables from the depositor with an aggregate starting principal balance approximately equal to the excess of the aggregate principal amount of the notes plus the initial overcollateralization amount plus the YSOC Amount with respect to the initial receivables as of the initial cutoff date plus the YSOC Amount, if any, with respect to any subsequent receivables transferred to the issuing entity as of the related subsequent cutoff date over the aggregate starting principal balance of the initial receivables as of the initial cutoff date (the “initial pre-funded amount”). On the closing date, the initial pre-funded amount will be deposited in the pre-funding account. Any transfer of subsequent receivables to the issuing entity is subject to the satisfaction, on or before the related subsequent transfer date, of the conditions precedent described in the prospectus and this prospectus supplement. Each subsequent receivable must at the time of its addition satisfy the eligibility criteria specified in the trust documents, pursuant to which the subsequent receivables are transferred to the trust, and described in the prospectus and this prospectus supplement. The subsequent receivables, however, need not satisfy any other eligibility criteria. Subsequent receivables originated or acquired by World Omni Financial Corp. will satisfy the same underwriting criteria in all material respects as the receivables in the initial pool. In addition, following the transfer of subsequent receivables to the trust, the characteristics of the receivables, including the composition of the receivables, the distribution by annual percentage rate, and geographic distribution, may vary from those of the receivables in the initial pool. Since the weighted average life of the notes will be influenced by the rate at which the principal balances of the receivables are paid, some of these variations may affect the weighted average life of each class of notes. To the extent required by the rules and regulations of the SEC, information regarding the characteristics of the subsequent receivables and the pool of assets will be included in a Form 8-K filed by the issuing entity upon the transfer of subsequent receivables into the trust and information regarding distribution and pool performance will be included in a Form 10-D filed by the issuing entity for each related collection period following such transfer.]

[Other than with respect to the purchase of subsequent receivables, there is no requirement or ability to add or remove pool assets from the pool other than the right of the issuing entity to remove a pool asset from the pool upon a breach of a representation, warranty or covenant. The sole remedy for such breach shall be repayment of the diverted amounts. For further description, please see “The Receivables Pool” in the prospectus.]

S-25

Pool Underwriting

As described in “World Omni Financial Corp.’s Automobile Finance Business—Underwriting” in the accompanying prospectus, under World Omni Financial Corp.’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded and reviewed by a World Omni Financial Corp. associate with appropriate approval authority. [    ] receivables, having an aggregate outstanding principal balance as of the [initial] cutoff date of $[        ] (approximately [    ]% of the aggregate outstanding principal balance as of the [initial] cutoff date) were automatically approved by World Omni Financial Corp.’s computer-based evaluation software, while [    ] receivables, having an aggregate outstanding principal balance as of the [initial] cutoff date of $[        ] (approximately [    ]% of the aggregate outstanding principal balance as of the [initial] cutoff date) were evaluated and approved by a World Omni Financial Corp. associate in accordance with World Omni Financial Corp.’s written underwriting guidelines. [World Omni Financial Corp. does not consider any of the receivables in the [initial] pool to constitute exceptions to World Omni Financial Corp.’s written underwriting guidelines as described in “World Omni Financial Corp.’s Automobile Finance Business—Underwriting” in the accompanying prospectus.]

Review of Pool Assets

In connection with the offering of the notes, the depositor has performed a review of the receivables and the disclosure regarding those receivables required to be included in this prospectus supplement and the accompanying prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information“). This review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects. The depositor consulted with, and was assisted by, responsible personnel of World Omni Financial Corp. in performing the review. For specified portions of the review, World Omni Financial Corp. engaged third parties to assist with portions of the review. World Omni Financial Corp. determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.

As part of the review, World Omni Financial Corp. identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information, such as business practices and contract terms, were reviewed with responsible personnel of World Omni Financial Corp., who approved those descriptions as accurate in all material respects. World Omni Financial Corp., assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents to ensure the descriptions were accurate in all material respects. Members of World Omni Financial Corp.’s treasury group also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the receivables or payments on the notes.

The depositor uses information from internal databases and other management information systems to assemble an electronic data tape containing relevant data on the receivables [in the initial pool]. From this tape, the depositor constructs the [initial] pool composition and stratification tables in “The Receivables” in this prospectus supplement.

The depositor designed procedures to test the accuracy of the transmission of individual receivable data from information databases maintained by World Omni Financial Corp. to the electronic data tape. Through a random process, [    ] receivables were selected. World Omni Financial Corp. made available to responsible personnel of World Omni Financial Corp. and third parties that assisted World Omni Financial Corp. with its review electronic copies of the pertinent underlying documentation, including data records, for each reviewed receivable. A variety of numerical values and data points for each receivable were either compared to the corresponding information in the electronic data tape or evaluated for compliance with an eligibility criterion or representation and warranty, to determine whether any inaccuracies existed. [The depositor found no discrepancies in this review.]

The [initial] pool review also evaluated the eligibility criteria that pertain to standard terms of receivables and standard business practices, such as the criteria related to each receivable providing for level payments that fully amortize the amount financed over its original term. The depositor confirmed with responsible personnel of World Omni Financial Corp. that its systems would not permit the origination of receivables that fail to meet these types of eligibility criteria. [The depositor found no discrepancies in this review.]

S-26

Another aspect of the [initial] pool review consisted of a comparison of selected statistical data contained in this prospectus supplement describing the receivables to data in, or derived from, the data tape. The review consisted of a recalculation from the data in the information databases of the number of receivables, monetary amounts, amounts and percentages displayed in this prospectus supplement. Differences due to rounding or that were de minimis were not considered exceptions. [This comparison found no exceptions within the specified parameters.]

World Omni Financial Corp. monitors internal reports and developments with respect to processes and procedures that are designed to maintain and enhance the quality of decision-making, the quality of originated assets and the accuracy, efficiency and reliability of retail systems and operations. Internal control processes used by World Omni Financial Corp. include reviews of retail documentation and other origination functions. Internal control audits are performed regularly on key business functions.

[After undertaking the review described above, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus supplement and the accompanying prospectus is accurate in all material respects.]

S-27

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

The following tables set forth information concerning World Omni Financial Corp.’s delinquency, net loss and repossession experience with respect to its originated portfolio of fixed rate retail installment sale contracts originated by or acquired in the ordinary course of business by World Omni Financial Corp. or its affiliates. The originated portfolio does not include receivables acquired from unaffiliated third parties.

The delinquency figures reported in the tables are calculated as a percentage of the total number of contracts at period end, but exclude delinquent bankruptcy contracts. As of March 31, 2012, the number of bankrupt contracts greater than 60 days past due was 2,308. The period of delinquency used in calculating the tables is based on the number of days payments are contractually past due.

The data presented in the following tables are for illustrative purposes only. There is no assurance that World Omni Financial Corp.’s delinquency, net loss and repossession experience with respect to fixed rate retail installment sale contracts in the future, or the experience of the issuing entity with respect to the receivables, will be similar to that described below. Losses and delinquencies are affected by general and regional economic conditions and the supply of and demand for automobiles and light-duty trucks. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of World Omni Financial Corp.’s originated portfolio. Accordingly, the repossession and net loss percentages would be expected to be higher than those shown if a group of contracts were isolated for a period of time and the repossession and net loss data showed the activity only for that isolated group over the periods indicated. The percentages in the table may not add up to 100% because of rounding.

Delinquency Experience

	At March 31,						At December 31,
	2012			2011			2011			2010			2009			2008			2007
	(Dollars in Thousands)
Ending Net Receivables	$	5,536,832		$	5,187,412		$	5,405,517		$	5,095,146		$	4,520,928		$	4,708,895		$	4,230,104
Ending Number of Contracts		362,686			350,872			357,192			345,764			318,218			315,240			287,653
Number of Delinquent Contracts(1)
31-60 Days		4,674			5,024			6,868			7,068			6,746			6,396			4,417
61-90 Days		681			862			1,353			1,396			1,582			1,643			1,072
91 Days and Over		96			109			235			249			326			564			422
Total		5,451			5,995			8,456			8,713			8,654			8,603			5,911
Percent of Delinquent Contracts
31-60 Days		1.29	%		1.43	%		1.92	%		2.04	%		2.12	%		2.03	%		1.54	%
61-90 Days		0.19			0.25			0.38			0.40			0.50			0.52			0.37
91 Days and Over		0.03			0.03			0.07			0.07			0.10			0.18			0.15
Total		1.51	%		1.71	%		2.37	%		2.51	%		2.72	%		2.73	%		2.06	%
Dollar Amount of Delinquent Contracts(1)
31-60 Days	$	61,262		$	68,701		$	90,096		$	95,925		$	98,827		$	101,913		$	66,481
61-90 Days		9,312			12,556			19,126			20,272			24,837			27,358			17,835
91 Days and Over		1,587			1,784			3,559			3,977			5,550			10,785			7,482
Total	$	72,161		$	83,041		$	112,781		$	120,174		$	129,214		$	140,056		$	91,798
Percent of Dollar Amount of Delinquent Contracts
31-60 Days		1.11	%		1.32	%		1.67	%		1.88	%		2.19	%		2.16	%		1.57	%
61-90 Days		0.17			0.24			0.35			0.40			0.55			0.58			0.42
91 Days and Over		0.03			0.03			0.07			0.08			0.12			0.23			0.18
Total		1.31	%		1.59	%		2.09	%		2.36	%		2.86	%		2.97	%		2.17	%

(1) World Omni Financial Corp. considers a payment to be past due or delinquent when an obligor owes $40 or more of the scheduled monthly payment after the related due date. The period of delinquency is based on the number of days that $40 or more of a payment is contractually past due.

S-28

Net Loss and Repossession Experience

	Three months ending March 31,						Year ending December 31,
	2012			2011			2011			2010			2009			2008			2007
	(Dollars in Thousands)
Ending Net Receivables	$	5,536,832		$	5,187,412		$	5,405,517		$	5,095,146		$	4,520,928		$	4,708,895		$	4,230,104
Ending Number of Contracts		362,686			350,872			357,192			345,764			318,218			315,240			287,653
Average Portfolio Outstanding During the Period	$	5,458,807		$	5,136,266		$	5,254,271		$	4,821,931		$	4,533,434		$	4,534,677		$	4,006,366
Average Number of Contracts Outstanding During the Period		359,412			348,198			352,574			332,343			312,417			304,125			276,631
Number of Repossessions		1,520			1,766			6,256			7,105			8,075			6,390			3,571
Repossessions as a Percentage of Average Number of Contracts Outstanding		1.69	%		2.03	%		1.77	%		2.14	%		2.58	%		2.10	%		1.29	%
Gross Charge-Offs	$	12,042		$	13,907		$	49,382		$	66,089		$	91,942		$	87,239		$	41,804
Recoveries	$	(4,466	)	$	(3,839	)	$	(14,060	)	$	(16,296	)	$	(19,818	)	$	(16,278	)	$	(11,841	)
Net Repossession Losses	$	7,576		$	10,068		$	35,322		$	49,793		$	72,124		$	70,961		$	29,963
Net Repossession Losses as a Percentage of Average Portfolio Outstanding		0.56	%		0.78	%		0.67	%		1.03	%		1.59	%		1.56	%		0.75	%

“Repossessions as a Percentage of Average Number of Contracts Outstanding” and “Net Repossession Losses as a Percentage of Average Portfolio Outstanding” for any period of less than one year have been annualized. The gross charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during the period, plus accrued but unpaid interest earned through the period of charge-off, minus the total amount recovered during that period from the repossession and sale of financed vehicles. The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts previously charged-off. Net repossession losses equal gross charge-offs minus recoveries of retail installment sale contracts previously charged-off, and does not include expenses incurred to dispose of or recover vehicles.

S-29

STATIC POOL INFORMATION ABOUT CERTAIN PREVIOUS SECURITIZED POOLS

Appendix A to this prospectus supplement sets forth in tabular format static pool information regarding specified pools of retail installment sale contract receivables securitized by the sponsor during the last five years. The term ‘securitized pool’ refers to the pool of receivables included in the applicable statistical pool of receivables or, if there was no statistical pool of receivables, in the pool of receivables. The characteristics of each securitized pool described above are based on the securitized pool as of the related statistical cutoff date or initial cutoff date, as applicable. The characteristics of the final pool of receivables for that transaction may vary somewhat from the characteristics of the receivables in the applicable securitized pool.

The characteristics of receivables included in these prior securitizations, as well as the social, economic and other conditions existing at the time when those receivables were originated and repaid, may vary materially from the characteristics of the receivables included in the [initial pool or the final] pool of receivables for this transaction, and the social, economic and other conditions existing at the time when the receivables in this receivables pool were originated and that will exist when the receivables in the current receivables pool are repaid. As a result of each of the foregoing, there can be no assurance that the performance of the prior securitized pools will correspond to or be an accurate predictor of the performance of this receivables securitization transaction.

S-30

PREPAYMENT AND YIELD CONSIDERATIONS—WEIGHTED AVERAGE LIFE OF THE

SECURITIES

All of the receivables can be prepaid at any time without charge. For this purpose, “prepayments” include prepayments in full, liquidations due to default, as well as receipts of proceeds from physical damage, credit life and credit accident and health insurance policies and receivables repurchased for administrative reasons. A variety of economic, social, and other factors may influence the rate of prepayments on the receivables. In addition, the receivables may include contracts originated in conjunction with financing programs in which the obligor is given a cash rebate if the obligor enters into the contract. No assurance can be given as to the prepayment rates on contracts originated under those programs. Noteholders will bear all reinvestment risk resulting from a faster or slower incidence of prepayment of receivables. The exercise by the servicer of its option to purchase the receivables and cause a redemption of the notes under the conditions described in “Description of the Notes—Redemption Upon Optional Purchase” in this prospectus supplement will also accelerate the payment of the notes. [In addition, the notes may be prepaid in whole or in part at the end of the funding period, to the extent amounts in the pre-funding account are not fully utilized to purchase subsequent receivables. This mandatory prepayment will be applied to each class of notes in accordance with the priorities with respect to distributions of principal described under “Terms of the Notes—Principal” above.]

The following information is provided solely to illustrate the effect of prepayments on the receivables on the unpaid principal amounts of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the receivables.

Prepayments on motor vehicle receivables may be measured by a prepayment standard or model. The prepayment model used in this prospectus supplement, the absolute prepayment model, represents an assumed rate of prepayment each month relative to the original number of contracts in a pool of contracts. The absolute prepayment model further assumes that all the contracts are the same size and amortize at the same rate and that each contract in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of contracts originally containing 10,000 contracts, a 1.00% absolute prepayment model rate means that 100 contracts prepay each month. The absolute prepayment model does not purport to be a historical description of the prepayment experience or a prediction of the anticipated rate of prepayment of any pool of contracts, including the receivables. We cannot assure you that the receivables will prepay at any assumed rate.

The tables beginning on page S-34 have been prepared on the basis of the characteristics of the receivables in the [initial] pool. Each absolute prepayment model table assumes that [(a) the receivables prepay in full at the specified constant percentage of the absolute prepayment model monthly, with no defaults, losses or repurchases on any of the receivables, (b) each scheduled monthly payment on the receivables is made on the last day of each month and each month has 30 days, (c) interest accrues on the notes at the assumed coupon rate of [    ]% for the Class A-1 Notes, [    ]% for the Class A-2 Notes, [    ]% for the Class A-3 Notes, [    ]% for the Class A-4 Notes and [    ]% for the Class B Notes, (d) payments on the notes are made on each payment date (and each payment date is assumed to be the [15^th] day of each applicable month) commencing on [                    ], (e) the closing date is [                    ], (f) the servicer exercises its option to purchase all of the receivables and cause a redemption of the notes when the aggregate principal balance of the receivables is equal to [10.00]% or less of the aggregate starting principal balance of the receivables as of their respective cutoff dates, (g) the servicing fee for each month is equal to a rate of 1/12 of [1.00]%[, provided that, for the first collection period, the servicing fee will be pro-rated to compensate for the length of the initial collection period not equaling one month], (h) interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related interest accrual period and a 360-day year and interest on the other classes of notes will be calculated on the basis of a 360-day year of twelve 30-day months, [and] (i) the YSOC Amount at each payment date is the amount set forth in the schedule below [and (j) all payments are made as scheduled under the Interest Rate Swaps].

S-31

The YSOC Amount schedule set forth below is utilized to calculate the weighted average lives and percentages of original principal amounts at various absolute prepayment model percentages under “Prepayment and Yield Considerations—Weighted Average Life of the Securities.” The actual YSOC Amount may differ depending on the actual receivables included in the pool of receivables and the actual prepayments and losses on those receivables with an annual percentage rate less than the Required Rate. For purposes of the YSOC Amount schedule set forth below, the Required Rate is assumed to be [            ]%.

Payment Date	Yield Supplement Overcollateralization Amount
[                    ]	$	[	]

Payment Date	Yield Supplement Overcollateralization Amount
[                    ]	$	[	]

For purposes of these absolute prepayment model tables, the receivables have an assumed cutoff date as set forth in the table below. Each absolute prepayment model table indicates the projected weighted average life of each class of notes and sets forth the percent of the original principal amount of each class of notes that is projected to be outstanding after each of the payment dates, shown at various constant absolute prepayment model percentages.

S-32

The absolute prepayment model tables also assume that (a) the receivables have been aggregated into [    ] hypothetical pools with all of the receivables within each such pool having the characteristics set forth below and (b) the level scheduled monthly payment (which is based on each pool’s principal balance, weighted average annual percentage rate, weighted average remaining term to maturity and weighted average seasoning as of the assumed cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Assumed Receivables Characteristics

Pool	Assumed Cutoff Date	Aggregate Starting Principal Balance		Weighted Average Annual Percentage Rate			Weighted Average Remaining Term to Maturity (In Months)	Weighted Average Seasoning (In Months)
[1	[            ]	$	[            ]		[	]%	[            ]	[            ]
2	[            ]	$	[            ]		[	]%	[            ]	[            ]
3	[            ]	$	[            ]		[	]%	[            ]	[            ]
4	[            ]	$	[            ]		[	]%	[            ]	[            ]
5	[            ]	$	[            ]		[	]%	[            ]	[            ]
6	[            ]	$	[            ]		[	]%	[            ]	[            ]
7]	[            ]	$	[            ]		[	]%	[            ]	[            ]
Total		$	[            ]

The information included in the following tables represents forward-looking statements and involves risks and uncertainties that could cause actual results to differ materially from the results hypothesized in the forward-looking statements. The actual characteristics and performance of the receivables will differ from the assumptions used in constructing each absolute prepayment model table. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the receivables will prepay at a constant level until maturity or that all of the receivables will prepay at the same level. Moreover, the diverse terms of the receivables could produce slower or faster principal distributions than indicated in each absolute prepayment model table at the various constant absolute prepayment model percentages specified, even if the weighted average remaining term to maturity and the weighted average seasoning of the receivables are as assumed. Any difference between these assumptions and the actual characteristics and performance of the receivables, or actual prepayment experience, will affect the percentages of initial balances outstanding over time and the weighted average life of each class of notes.

S-33

Percentage of Original Class A-1 Principal Amount

at Various Absolute Prepayment Model Percentages:

Payment Date

0.50%

1.00%

1.30%

1.50%

1.70%

[                    ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Call(1)

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Maturity(1)

[

]

[

]

[

]

[

]

[

]

(1) The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the original principal amount of the note.

S-34

Percentage of Original Class A-2 Principal Amount

at Various Absolute Prepayment Model Percentages:

Payment Date

0.50%

1.00%

1.30%

1.50%

1.70%

[                    ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Call(1)

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Maturity(1)

[

]

[

]

[

]

[

]

[

]

(1) The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the original principal amount of the note.

S-35

Percentage of Original Class A-3 Principal Amount

at Various Absolute Prepayment Model Percentages:

Payment Date

0.50%

1.00%

1.30%

1.50%

1.70%

[                    ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Call(1)

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Maturity(1)

[

]

[

]

[

]

[

]

[

]

(1) The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the original principal amount of the note.

S-36

Percentage of Original Class A-4 Principal Amount

at Various Absolute Prepayment Model Percentages:

Payment Date

0.50%

1.00%

1.30%

1.50%

1.70%

[                    ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Call(1)

[

]

[

]

[

]

[

]

[

]

Weighted Average Life to Maturity(1)

[

]

[

]

[

]

[

]

[

]

(1) The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the original principal amount of the note.

S-37

[Percentage of Original Class B Principal Amount

at Various Absolute Prepayment Model Percentages:]

Payment Date

0.50%

1.00%

1.30%

1.50%

1.70%

[                    ]

[

]

[

]

[

]

[

]

[

]

[Weighted Average Life to Call(1)]

[

]

[

]

[

]

[

]

[

]

[Weighted Average Life to Maturity(1)]

[

]

[

]

[

]

[

]

[

]

[(1) The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the original principal amount of the note. ]

S-38

POOL FACTORS AND OTHER INFORMATION

The pool factor with respect to any class of notes is a seven-digit decimal which the servicer will compute each month indicating the outstanding principal amount of that class of notes as a fraction of the original principal amount of that class of notes. The pool factor will be 1.0000000 as of the closing date; thereafter, the pool factor will decline to reflect reductions in the principal amount of the applicable class of notes. Therefore, if you are a holder of Class A-1 Notes, your principal amount of the Class A-1 Notes is the product of (1) the original denomination of your note and (2) the pool factor.

Under the indenture, the indenture trustee will receive monthly reports concerning the payments received on the receivables, the pool factors and various other items of information. The indenture trustee will post these reports to its internet website described in “The Issuing Entity—The Indenture Trustee” in this prospectus supplement. The indenture trustee will furnish to the noteholders of record during any calendar year information for tax reporting purposes not later than the latest date permitted by law. We refer you to “Description of the Trust Documents—Reports to Noteholders” in this prospectus supplement.

USE OF PROCEEDS

World Omni Auto Receivables LLC will use the net proceeds of the sale of the notes (1) to purchase the [initial] receivables from World Omni Financial Corp.[(2) to deposit the pre-funding account initial deposit into the pre-funding account, (3) to deposit the negative carry account initial deposit into the negative carry account] and ([4]) to deposit the Reserve Account Initial Deposit into the reserve account. [World Omni Financial Corp. will use (1) a portion of the proceeds to acquire the [initial] receivables from an affiliate of World Omni Financial Corp., which affiliate will use such proceeds to reacquire the [initial] receivables from and pay obligations owing to one or more of the underwriters and to various structured commercial paper issuers, including commercial paper issuers administered by affiliates of one or more of the underwriters and (2) the remaining proceeds for general corporate purposes.]

THE SERVICER AND SPONSOR

Information regarding World Omni Financial Corp., the servicer and sponsor, is set forth under “World Omni Financial Corp.“ and “World Omni Financial Corp.’s Automobile Finance Business“ in the prospectus.

Repurchases of Receivables in Prior Securitized Pools

The transaction documents for prior securitizations of retail installment sale contracts and financed vehicles sponsored by World Omni Financial Corp. contain covenants requiring the repurchase of an underlying receivable from the related pool for the breach of a representation or warranty. World Omni Financial Corp., as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase. [In the past year, there was no activity to report with respect to any demand to repurchase receivables under any such prior securitization sponsored by World Omni Financial Corp.] World Omni Financial Corp. filed its most recent report on Form ABS-15G with the SEC on [February 10, 2012]. World Omni Financial Corp.’s CIK number is 0001004150. For additional information about obtaining a copy of the report, you should refer to “Incorporation of Certain Information By Reference“ in the accompanying prospectus.

[Note: To the extent the most recent Form ABS-15G filing indicates repurchase activity, we will provide a table in this section of the prospectus supplement illustrating the details disclosed on such filing.]

S-39

DESCRIPTION OF THE NOTES

The notes will be issued under the terms of an indenture between the issuing entity and the indenture trustee, and the certificates will be issued under the terms of a trust agreement between World Omni Auto Receivables LLC and the owner trustee. We have filed forms of the indenture and the trust agreement as exhibits to the registration statement.

Payments of Interest

Interest on the principal amounts of the classes of the notes will accrue at the notes’ respective per annum interest rates and will be payable to the noteholders monthly on each payment date, commencing [                    ]. Payments will be made to the noteholders of record as of the business day immediately preceding such payment date or, if definitive notes are issued, as of the [15^th] day of the preceding month. Interest will accrue on the outstanding principal amount of the notes as of the previous payment date at the applicable interest rate during the related interest accrual period, which is from and including the previous payment date to, but excluding, the current payment date.

[The interest rate for the [Class [    ] Notes] will be a fixed rate as set forth on the cover page of this prospectus supplement.]

[The interest rate for the [Class [    ] Notes] will be a floating rate based on One-Month LIBOR plus the applicable spread. The “spread” is the number of basis points to be added to or subtracted from the related One-Month LIBOR applicable to the [Class [    ] Notes] set forth on the cover page of this prospectus supplement. One-Month LIBOR will be calculated for each interest accrual period on the day that is two business days prior to the related payment date. One-Month LIBOR for the first interest accrual period will be determined on the day of pricing. The issuing entity will enter into an interest rate swap with respect to the [Class [    ] Notes]. See “Description of the Trust Documents—Interest Rate Swaps” and “—The Swap Counterparty” in this prospectus supplement.]

Interest on the [Class [    ] Notes] will be calculated on the basis of the actual number of days in the related interest accrual period (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date) and a 360-day year. This means that the interest due on each payment date will be the product of:

• the outstanding principal balance of the [Class [    ] Notes];

• the related interest rate; and

• the actual number of days since the previous payment date (or, in the case of the initial payment date, since the closing date) divided by 360.

Interest for a related period on each other class of the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months (which periods will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date). This means that 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, [                    ], assuming a closing date of [                    ]) divided by 360.

The indenture trustee will generally apply the Available Funds and any withdrawals from the reserve account [or negative carry account up to the negative carry amount] to make interest payments on the notes. We refer you to “Description of the Trust Documents—Distributions—Payments to Noteholders” in this prospectus supplement.

[Payments of interest on the Class A Notes will be subordinate to Monthly Swap Payment Amounts and equal in priority to Senior Swap Termination Payment Amounts, if any]. Interest payments on each class of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of interest on the Class A Notes. Under the limited circumstances described under “Description of the Trust Documents—Distributions—Allocations and Distributions” in this prospectus supplement, the Class A Notes will be entitled to receive certain payments of principal before payments of interest are made on the Class B Notes. In addition, in the event that the notes are declared to be due and payable due to the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be paid on the Class B Notes until all principal of and interest on the Class A Notes have been paid in full. Under some circumstances, the amount available for interest payments could be less than the amount of interest payable on the notes on any payment date. In this instance, each holder of Class A Notes will receive its ratable share—based upon the aggregate amount of interest due to the holders of all Class A Notes—of the

S-40

aggregate amount available to be distributed in respect of interest on the notes until interest on the Class A Notes has been paid in full and certain allocations of principal of the Class A Notes have been made, and then each holder of Class B Notes will receive its ratable share of any remaining amount available to be distributed in respect of interest on the Class B Notes until interest on the notes has been paid in full. The failure to pay interest when due on the Class B Notes will not be an event of default under the indenture unless and until the Class A Notes have been paid in full.

Payments of Principal

The indenture trustee will remit principal payments to the noteholders on each payment date in an amount generally equal to the excess, if any, of:

• the aggregate outstanding principal balance of the notes as of the day immediately preceding that payment date over

• the Pool Balance less the overcollateralization target amount for that payment date.

The indenture trustee generally will remit principal payments on the notes from Available Funds, if any, remaining after the payment of [Monthly Swap Payment Amounts, if any, Senior Swap Termination Payment Amounts, if any, and] interest on the notes. Amounts in the reserve account[, including the amount, if any, to be deposited into the reserve account from the pre-funding account,] are also available to make payments of principal of a class of notes on the expected final payment date for that class of notes and other payments of principal in certain limited circumstances. We refer you to “Description of the Trust Documents—Distributions—Payments to Noteholders” and “—Reserve Account” in this prospectus supplement.

We refer to the calendar month immediately preceding each payment date as a “collection period.” The collection period for the initial payment date shall be from, but excluding, the [initial] cutoff date to and including [            ]. A business day is a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Florida, the State of Delaware, the states in which the servicing offices of the servicer are located or the state in which the corporate trust office of the indenture trustee is located are required or authorized by law, regulation or executive order to be closed.

On the business day immediately preceding each payment date the servicer shall determine the amount in the collection account for the calendar month preceding such payment date. On each payment date, from the amounts allocated to the holders of the notes to pay principal described in clauses (3), (5) and (7) in “Description of the Trust Documents—Distributions—Allocations and Distributions,” the issuing entity will pay principal of the notes in the following order of priority:

(1) to the Class A-1 Notes until they are paid in full;

(2) to the Class A-2 Notes until they are paid in full;

(3) to the Class A-3 Notes until they are paid in full;

(4) to the Class A-4 Notes until they are paid in full; and

(5) to the Class B Notes until they are paid in full.

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay the funds allocated to the holders of the notes to pay principal of the notes in the following order of priority:

(1) to the holders of the Class A-1 Notes until paid in full;

(2) to the holders of the remaining Class A Notes pro rata based upon their respective unpaid principal balances until the remaining Class A Notes have been paid in full; and

(3) to the holders of the Class B Notes until the Class B Notes are paid in full.

S-41

On the final scheduled payment date for a class of notes, the principal amount of that class of notes, to the extent not previously paid, will be due. The final scheduled payment dates for each class of notes are as follows:

• the principal amount of the Class A-1 Notes, to the extent not previously paid, will be due on the payment date in [            ];

• the principal amount of the Class A-2 Notes, to the extent not previously paid, will be due on the payment date in [            ];

• the principal amount of the Class A-3 Notes, to the extent not previously paid, will be due on the payment date in [            ];

• the principal amount of the Class A-4 Notes, to the extent not previously paid, will be due on the payment date in [            ]; and

• the principal amount of the Class B Notes, to the extent not previously paid, will be due on the payment date in [            ].

The actual date on which the aggregate outstanding principal amount of any class of notes is paid in full may be earlier than the final scheduled payment date for that class.

Redemption Upon Optional Purchase

The servicer may, at its option, purchase all remaining receivables from the issuing entity on any payment date following the last day of any collection period during which the Pool Balance of the receivables is [10.00]% or less of the aggregate starting principal balance of all receivables transferred to the issuing entity. The purchase price for the receivables will at least equal the aggregate of the unpaid principal balance of the notes plus accrued and unpaid interest as of such last day [plus all amounts owing to the swap counterparty under the Interest Rate Swaps]. Exercise of this right of redemption of the receivables will result in the redemption of the notes at a price equal to the aggregate outstanding principal amount of the notes plus accrued and unpaid interest to but excluding the date of redemption, as calculated by the paying agent. Notice of redemption under the indenture must be given by the indenture trustee not later than 10 days prior to the applicable redemption date to each holder of notes. The final distribution to any noteholder will be made only upon surrender and cancellation of each noteholder’s note at the office or agency of the indenture trustee specified in the notice of termination.

[Mandatory Prepayment]

[If there is a funding period, a portion of the notes will be prepaid on the payment date immediately following the calendar month in which the last day of the funding period occurs if and to the extent any amount remains on deposit in the pre-funding account on that payment date, after giving effect to the purchase of all subsequent receivables. All mandatory prepayments will be made in accordance with the priorities described under “Description of the Notes—Payments of Principal” above.]

REGISTRATION OF THE NOTES

Book-Entry Registration

The notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] will initially be represented by notes registered in the name of Cede & Co. as nominee of DTC and will only be available in the form of book-entries on the records of DTC and participating members of DTC in denominations of $[1,000].

S-42

DESCRIPTION OF THE TRUST DOCUMENTS

The following summary describes the material terms of the trust documents, which consist of the purchase agreement, the sale and servicing agreement, the indenture, the trust agreement and the administration agreement. We have filed forms of the trust documents as exhibits to the registration statement, but the form agreements do not describe the specific terms of the notes. We will file a copy of the final trust documents with the SEC following the issuance of the notes. This is a summary of the material terms of the trust documents; it does not contain all the information that may be important to you. You should read the trust documents in their entirety to understand their contents.

On the closing date, the depositor will purchase from World Omni Financial Corp. under the purchase agreement, without recourse, except as provided in the purchase agreement, World Omni Financial Corp.’s entire interest in the [initial] receivables, together with World Omni Financial Corp.’s security interests in the related financed vehicles. At the time of issuance of the notes, the depositor will sell and assign to the issuing entity, without recourse, except as provided in the sale and servicing agreement, its entire interest in the [initial] receivables, together with its security interests in the financed vehicles. The owner trustee will, concurrently with such sale and assignment, execute on behalf of the issuing entity, and the indenture trustee will authenticate and deliver to the depositor, the notes and the certificates in exchange for the receivables. Upon the execution of the trust documents, the issuance of the notes as described in this paragraph and the filing of financing statements in the appropriate filing offices, the indenture trustee will hold a first priority perfected security interest in the receivables and all identifiable proceeds thereof. See “Some Legal Aspects of the Receivables—Security Interest in the Financed Vehicles” in the prospectus for more detail.

Upon delivery to the depositor of the notes and certificates, the depositor will then sell the underwritten notes to the underwriters. We refer you to “Underwriting” in this prospectus supplement. [During the funding period, subsequent receivables with an aggregate starting principal balance that is at least equal to the pre-funded amount are expected to be purchased by the depositor and assigned to the issuing entity.]

To assure uniform quality in servicing as well as to reduce administrative costs, the indenture trustee will appoint the servicer as custodian of the receivables and all documents related thereto. The receivables will not be physically segregated from other retail installment sale contracts of the servicer or those which the servicer services for others.

World Omni Financial Corp. will serve as the administrator under the administration agreement among the issuing entity, the depositor, the indenture trustee and World Omni Financial Corp. World Omni Financial Corp., as administrator, will perform certain of the duties of the owner trustee and the issuing entity that are assigned to it under the administration agreement and will provide additional services as are prescribed under the terms of the other trust documents. Significant duties of the administrator will be to monitor the performance of the issuing entity and to advise the owner trustee when action is necessary to comply with the respective duties and obligations of the issuing entity and the owner trustee under the trust documents. In furtherance of the foregoing, the administrator will take any appropriate action that is required to be taken by the issuing entity and/or the owner trustee pursuant to the trust documents. However, the administrator will not take any action with regard to any “material matter,” as defined in the administration agreement, unless the trust documents authorize such action and the administrator has notified the owner trustee of the proposed action within a reasonable time. Except as otherwise noted in the trust documents, the administrator will not be obligated to make any payments to noteholders under any of the trust documents.

In the trust documents, World Omni Financial Corp. will make representations and warranties concerning the receivables, as described under “The Receivables Pool” in the prospectus. As of the last day of the second (or, if World Omni Financial Corp. elects, the first) month following notice to the depositor and World Omni Financial Corp. or discovery by either of a breach of any representation or warranty concerning a receivable that materially and adversely affects the receivable, unless the breach is cured, World Omni Financial Corp. will purchase such receivable from the issuing entity for the Purchase Amount. The repurchase obligation will constitute the sole remedy available to the noteholders, the owner trustee or the indenture trustee for any such uncured breach.

S-43

Trust Accounts

The servicer will establish and maintain a collection account in the name of the indenture trustee on behalf of the noteholders. Within two business days of receipt and identification of funds, the servicer will deposit collections into the collection account. Notwithstanding the foregoing requirement, for so long as the three conditions listed below are satisfied, World Omni Financial Corp. need not deposit collections into the collection account on the day indicated in the preceding sentence but may use for its own benefit all of those collections until the business day before the related payment date (whether or not such funds will be distributed to noteholders, retained in the collection account or deposited in another account on such payment date), at which time World Omni Financial Corp. will make the deposits in an amount equal to the net amount of the deposits and withdrawals which would have been made had the conditions of this sentence not applied.

The three conditions that must be satisfied are as follows:

(1) World Omni Financial Corp. remains the servicer under the sale and servicing agreement,

(2) no default by the servicer has occurred and is continuing, and

(3) World Omni Financial Corp. does not receive notice from the rating agencies, hired by the sponsor to rate the notes, that the cessation of daily deposits will result in a reduction or withdrawal of the then current rating of the notes.

The servicer will also establish and maintain one or more distribution accounts, in the name of the indenture trustee on behalf of the noteholders, from which it will make all distributions with respect to the notes.

Advances

The servicer will be obligated to make advances of 30 days of interest on each payment date in respect of receivables delinquent for more than 30 days, which is determined as of the last day of the related collection period, to the extent it determines that the advance will be recoverable. The servicer will recover advances from subsequent payments by or on behalf of the respective obligor or, upon the servicer’s determination that an advance is nonrecoverable, from any collections made on other receivables.

Servicing Compensation

The servicing fee payable to the servicer with respect to a collection period will be 1/12 of [1.00]% of the principal balance of the receivables as of the first day of such collection period. The servicing fee payable to the servicer on the initial payment date with respect to the initial collection period will be pro-rated, however, to compensate for the length of the initial collection period not being one month. The servicer may also receive supplemental servicing fees (“Supplemental Servicing Fees”) charged to obligors as additional servicing compensation. Supplemental Servicing Fees include late fees, prepayment charges, phone pay fees and other administrative fees or similar charges allowed by applicable law on the receivables collected from obligors during the related collection period. Such amounts are in addition to collections of principal and interest on the receivables and do not reduce the amount of Available Funds available to noteholders. The amount of Supplemental Servicing Fees that the servicer may charge obligors is not limited other than by applicable law.

The servicing fee in respect of a collection period, together with any portion of the servicing fee that remains unpaid from prior payment dates, will be paid to the servicer on the payment date following the collection period out of collections for the collection period before any amounts are made available to make payments to the noteholders. The servicer may elect to defer all or a portion of the servicing fee with respect to a collection period as discussed in “Description of the Trust Documents—Servicing Compensation” in the prospectus.

Servicing of Defaulted Receivables

The sale and servicing agreement provides that the servicer is to exercise discretion, consistent with its customary servicing procedures and the terms of the sale and servicing agreement, in servicing Defaulted Receivables so as to maximize the issuing entity’s realization of Defaulted Receivables. The sale and servicing agreement provides the servicer with complete discretion to choose to sell, or not to sell, any of the issuing entity’s Defaulted Receivables.

S-44

Distributions

Allocations and Distributions

On or prior to the business day immediately preceding each payment date, subject to the subordination provisions with respect to the Class B Notes described in this prospectus supplement, the servicer will instruct the indenture trustee to make the following allocations and distributions on the related payment date, to the extent of the Available Funds [plus funds available from the negative carry account up to the negative carry amount], in the following order of priority, in each case, to the extent of any such funds remaining after application of such funds pursuant to prior clauses:

(1) [to the swap counterparty, the Monthly Swap Payment Amount;]

(2) [pro rata (a)] to the holders of the Class A Notes for distribution in respect of interest on the Class A Notes as described under “—Payments to Noteholders,” the Class A Noteholders’ Interest Distributable Amount [and (b) to the swap counterparty, any Senior Swap Termination Payment Amounts];

(3) to the holders of the notes for distribution in respect of principal of the notes as described under “—Payments to Noteholders,” the Noteholders’ First Priority Principal Distributable Amount;

(4) to the holders of the Class B Notes for distribution in respect of interest on the Class B Notes as described under “—Payments to Noteholders,” the Class B Noteholders’ Interest Distributable Amount;

(5) to the holders of the notes for distribution in respect of principal of the notes as described under “—Payments to Noteholders,” the Noteholders’ Second Priority Principal Distributable Amount;

(6) to the reserve account, the excess, if any, of the Required Reserve Amount over the amount then on deposit in the reserve account;

(7) to the holders of the notes for distribution in respect of principal of the notes as described under “—Payments to Noteholders,” an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated under clauses [(3) and (5)] above;

(8) [to the swap counterparty, any Subordinate Swap Termination Payment Amounts;] and

(9) to the certificateholders, any remaining amounts.

In the event that the Available Funds for a payment date are not sufficient to make the full amount of the payments and deposits required by clauses (1) through ([5]) above on that payment date, the indenture trustee shall withdraw from the reserve account on that payment date an amount equal to that shortfall, to the extent of funds available therein, and pay or deposit that amount according to the priorities specified in clauses (1) through ([5]) above.

In the event that 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:

(1) [to the swap counterparty, the Monthly Swap Payment Amount;]

(2) [pro rata (a)] to the holders of the Class A Notes, the aggregate accrued and unpaid interest on each class of the Class A Notes [and (b) to the swap counterparty, any Senior Swap Termination Payment Amounts];

(3) if the notes have been declared to be due and payable as a result of occurrence of an event of default under the indenture as a result of default in payment of any interest on or principal of any note in accordance with the indenture, to the holders of the Class A-1 Notes, the aggregate outstanding principal amount of such class, and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding principal amount of each such class of the notes;

S-45

(4) to the holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes;

(5) if the notes have been declared to be due and payable as a result of occurrence of an event of default under the indenture other than as a result of default in payment of any interest on or principal of any note in accordance with the indenture, to the holders of the Class A-1 Notes, the aggregate outstanding principal amount of such class, and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding principal amount of each such class of the notes;

(6) to the holders of the Class B Notes, the outstanding principal amount of the Class B Notes;

(7) [to the swap counterparty, any Subordinate Swap Termination Payment Amounts;] and

(8) to the certificateholders, any remaining amounts.

Upon the distribution of any amounts to the certificateholders, the noteholders will not have any rights in, or claims to, these amounts.

S-46

The following chart shows how payments from total Available Funds are made on each payment date.

S-47

Payments to Noteholders

On each payment date:

(1) all amounts allocated to the holders of the Class A Notes in respect of interest on the Class A Notes will be paid to the holders of the Class A Notes pro rata based upon the aggregate amount of interest due to the holders of such notes;

(2) all amounts allocated to the holders of the Class B Notes in respect of interest on the Class B Notes will be paid to the holders of the Class B Notes; and

(3) all amounts allocated to the holders of the notes in respect of principal of the notes will be paid to the holders of the notes in the following order of priority:

• to the Class A-1 Notes until they are paid in full;

• to the Class A-2 Notes until they are paid in full;

• to the Class A-3 Notes until they are paid in full;

• to the Class A-4 Notes until they are paid in full; and

• to the Class B Notes until they are paid in full.

In addition, on and after the final scheduled payment date for any class of notes, if any principal amount remains outstanding, the indenture trustee shall apply funds from the reserve account to repay such class of notes in full.

The indenture trustee will remit payments to holders of record of the notes as of the close of business on the record date applicable to the payment date. The record date for a particular payment date generally will be the business day immediately preceding that payment date.

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay the funds allocated to the holders of the notes to pay principal of the notes in the following order of priority:

(1) to the holders of the Class A-1 Notes until paid in full;

(2) to the holders of the other Class A Notes pro rata based upon their respective unpaid principal balances until the other Class A Notes have been paid in full; and

(3) to the holders of the Class B Notes until the Class B Notes are paid in full.

Reserve Account

The reserve account will provide protection to the noteholders. On the closing date, the depositor will cause to be deposited into the reserve account cash or eligible investments in the amount of $[        ] (the “Reserve Account Initial Deposit”), which is equal to [        ]% of the expected aggregate starting principal balance of the [initial] receivables as of the [initial] cutoff date less the YSOC Amount as of the [initial] cutoff date. The indenture trustee will deposit investment earnings on funds in the reserve account, net of losses and investment expenses, into the collection account. [In addition, on each date during the funding period on which subsequent receivables are transferred to the issuing entity, cash or eligible investments in an amount equal to         % of the aggregate starting principal balance of the subsequent receivables as of the related subsequent cutoff date less the YSOC Amount of the subsequent receivables as of the related subsequent cutoff date (the “reserve account subsequent transfer deposit”) will be withdrawn from the pre-funding account and deposited into the reserve account.]

The indenture trustee will hold amounts allocated from time to time to the reserve account for the benefit of noteholders. The servicer will instruct the indenture trustee to withdraw funds from the reserve account and apply those funds to make the payments in clauses (1) through ([5]) of the first paragraph under “—Distributions— Allocations and Distributions” above that are not covered by collections on the receivables[, net amounts received by the issuing entity under the Interest Rate Swaps and amounts available from the negative carry account]. In addition, on the final scheduled payment date for any class of notes, if any principal amount remains outstanding, or if the notes are accelerated as a result of a payment default, the indenture trustee will apply funds from the reserve account to repay such class or classes of notes in full.

S-48

On each payment date, the indenture trustee will deposit into the reserve account up to the Required Reserve Amount, Available Funds remaining after payment of the items specified in clauses (1) through ([5]) under “—Distributions—Allocations and Distributions” above.

If the amount on deposit in the reserve account on any payment date (after giving effect to all deposits therein or other withdrawals therefrom on such payment date) is greater than the Required Reserve Amount for the related payment date, the excess amount will be added to the Available Funds for that payment date.

After the payment in full, or the provision for such payment, of all accrued and unpaid interest on the notes and the outstanding principal amount of the notes, the indenture trustee will distribute any remaining funds in the reserve account to the certificateholders.

The reserve account is intended to enhance the likelihood of receipt by noteholders of the full amount of principal and interest due them and to decrease the likelihood that the noteholders will experience losses. However, in some circumstances, the reserve account could be depleted. If the amount required to be withdrawn from the reserve account to cover shortfalls in collections on the receivables exceeds the amount then allocated to the reserve account, noteholders could incur losses or a temporary shortfall in the amounts distributed to the noteholders could result, which could, in turn, increase the average lives of or decrease the yield on the notes.

[Pre-Funding Account]

[If there is a funding period, the servicer will establish and maintain the pre-funding account in the name of the indenture trustee for the benefit of the noteholders. The “funding period” will be the period from and including the closing date to and including the earliest of (1) the date on which the amount on deposit in the pre-funding account (after giving effect to the acquisition of all subsequent receivables, including any subsequent receivables acquired on that date) is not greater than $100,000, (2) the occurrence of an event of default under the indenture, (3) the occurrence of a servicer default under the sale and servicing agreement, (4) the occurrence of specified events of insolvency with respect to the depositor or the servicer, and (5) the close of business on the last business day of             . The duration of the pre-funding period will not extend beyond one year after the date of issuance of the notes and the amount of proceeds deposited into the pre-funding account will not exceed 50% of the offering proceeds.]

On the closing date, the pre-funding account will be created with an initial deposit of $        , which shall equal         % of the aggregate original principal amount of the notes. On each subsequent transfer date during the funding period (1) an amount equal to         % of the starting principal balances of all subsequent receivables transferred to the issuing entity on such subsequent transfer date less the YSOC Amount of those subsequent receivables as of the related subsequent cutoff date will be withdrawn from the pre-funding account and (2) from those funds, an amount equal to the related reserve account subsequent transfer deposit will be deposited into the reserve account and the remainder will be paid to the depositor as payment for such subsequent receivables. If the balance of funds on deposit in the pre-funding account as of the end of the funding period is greater than zero, the issuing entity will apply the remaining pre-funded amount to make a mandatory prepayment of the notes in accordance with the priorities set forth under “The Notes—Payments of Principal” in this prospectus supplement. To the extent required by the rules and regulations of the SEC, information regarding the characteristics of the subsequent receivables and the pool assets will be included in a Form 8-K filed by the issuing entity upon the transfer of subsequent receivables into the trust and information regarding distribution and pool performance will be included in a Form 10-D filed by the issuing entity for each related collection period following such transfer.]

[To the extent funds are deposited into the pre-funding account, the depositor will be obligated to convey subsequent receivables to the issuing entity, subject only to the availability of additional receivables and the satisfaction of certain conditions precedent and the eligibility criteria described under “The Receivable Pool—The Initial Pool” and “—Subsequent Receivables” in this prospectus supplement and “The Receivables Pool—Pre-Funding Account” in the prospectus. In connection with the transfer of subsequent receivables, World Omni Financial Corp. and the depositor will represent that the requirements discussed above are satisfied, but there will be no independent verification to confirm such representations. The underwriting criteria for subsequent receivables will be substantially the same in all material respects as those for the initial receivables.]

S-49

[Revolving Period]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1111(g) of Regulation AB, as applicable.]

[Negative Carry Account]

[If there is a funding period, the servicer will establish and maintain the negative carry account in the name of the indenture trustee for the benefit of the noteholders. On the closing date, $            will be deposited into the negative carry account (“negative carry account initial deposit”). The negative carry account initial deposit will equal the Maximum Negative Carry Amount as of the closing date. On subsequent payment dates, the servicer will instruct the indenture trustee to withdraw from the negative carry account and deposit into the collection account an amount equal to the Negative Carry Amount for that payment date. If the amount on deposit in the negative carry account on any payment date, after giving effect to the withdrawal of the Negative Carry Amount for that payment date, is greater than the Maximum Negative Carry Amount for that payment date, the excess will become part of Available Funds. All amounts remaining on deposit in the negative carry account on the payment date immediately following the calendar month in which the last day of the funding period occurs, after giving effect to all withdrawals therefrom on that payment date, will become part of Available Funds.]

Overcollateralization

Overcollateralization represents the amount by which the aggregate principal balance of the receivables held by the issuing entity less the YSOC Amount of those receivables [plus amounts, if any, in the pre-funding account] exceeds the aggregate principal balance of the notes. Overcollateralization as of the closing date is expected to be approximately [            ]% of the aggregate starting principal balance of the [initial] receivables less the YSOC Amount of the [initial] receivables as of the [initial] cutoff date. [On any date on which subsequent receivables are transferred to the issuing entity, additional overcollateralization will be added to the issuing entity in an amount equal to approximately             % of the aggregate starting principal balance of the subsequent receivables transferred to the issuing entity on that date less the YSOC Amount of those subsequent receivables as of the related cutoff date.] In addition, the application of funds according to clause ([7]) of the first paragraph under “—Distributions—Allocations and Distributions” is designed to increase the level of overcollateralization as of any payment date to a target amount of [            ]% of the aggregate outstanding principal balance of the receivables as of the end of the related collection period less the YSOC Amount of those receivables as of the last day of the related collection period, but not less than [            ]% of the aggregate starting principal balance of the receivables as of the closing date less the YSOC Amount of those receivables as of the closing date, as a result of the payment of a greater amount of principal on the notes in the first several months after the closing date than is paid on the principal of the receivables during the related period. The overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections for the receivables, if any.

The YSOC Amount

The YSOC Amount, with respect to any calendar month and the related payment date, or with respect to the [initial cutoff date or any subsequent] cutoff date, is the aggregate amount by which the principal balance as of the last day of such calendar month or the respective cutoff date of each of the related receivables with an annual percentage rate as stated in the related contract of less than the Required Rate, other than a Defaulted Receivable, exceeds the present value, calculated using a discount rate of the Required Rate, of each scheduled payment of each such receivable assuming such scheduled payment is made on the last day of each month and each month has 30 days.

Indenture

Notwithstanding the description of events of default under the indenture and resulting rights of noteholders in the prospectus under the caption “Description of the Notes—The Indenture—Events of Default; Rights upon Events of Default,” until the Class A Notes have been paid in full, the failure to pay interest due on the Class B Notes will not be an event of default under the indenture. Pursuant to the Trust Indenture Act of 1939, as amended, the indenture trustee may be deemed to have a conflict of interest and be required to resign as indenture trustee for either the Class A Notes or the Class B Notes, as the case may be, if a default occurs under

S-50

the indenture. In these circumstances, the indenture will provide for one or more successor indenture trustees to be appointed for the Class A Notes, and/or the Class B Notes, in order that there be a separate indenture trustee for each class of notes. So long as any amounts remain unpaid with respect to the Class A Notes, only the indenture trustee for the holders of the Class A Notes will have the right to exercise remedies under the indenture, but the holders of the Class B Notes will be entitled to their respective share of any proceeds of enforcement, subject to the subordination of the Class B Notes to the Class A Notes as described in this prospectus supplement, and only the holders of the Class A Notes will have the right to waive events of default under the indenture or servicer defaults or direct or consent to any action to be taken, including sale of the receivables, until the Class A Notes are paid in full. Upon repayment of the Class A Notes in full, all rights to exercise remedies under the indenture will transfer to the indenture trustee for the Class B Notes. Any resignation of the original indenture trustee as described above with respect to any class of notes will become effective only upon the appointment of a successor indenture trustee for such class of notes and the successor trustee’s acceptance of that appointment.

Each of the holders of the Class B Notes, by accepting its respective interest in a Class B Note, will be deemed to have consented to any such delay in payment of interest on the Class B Notes and to have waived its right to institute suit for enforcement of any such payment, in each case in the circumstances and to the extent described above.

Reports to Noteholders

On or prior to each payment date, the indenture trustee will post to its internet website described in “The Issuing Entity—The Indenture Trustee” in this prospectus supplement, a statement prepared by the servicer as described in “Description of the Notes—Reports to Securityholders” in the prospectus.

In addition to the information specified in “Description of the Notes—Reports to Securityholders” in the prospectus, the statement will set forth the following:

(1) the Noteholders’ First Priority Principal Distributable Amount, if any, for the related payment date;

(2) the Noteholders’ Second Priority Principal Distributable Amount, if any, for the related payment date;

(3) the Noteholders’ Principal Distributable Amount for the related payment date;

(4) the interest rate (including One-Month LIBOR, as applicable) for each of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes for the related payment date;

(5) the amount of any interest carryover shortfall on the related payment date;

(6) the balance of the reserve account after giving effect to deposits and withdrawals to be made on that payment date;

(7) the Overcollateralization Target Amount for the related payment date;

(8) the number and amount of receivables at the beginning and end of the related collection period, the weighted average annual percentage rate of the receivables and the weighted average remaining term of the receivables;

(9) delinquency, repossession and loss information on the receivables for the related collection period;

(10) the amount of any servicer advances made during the related collection period;

(11) [the balance of the pre-funding account after giving effect to withdrawals to be made on the related payment date;]

(12) [the balance of the negative carry account after giving effect to withdrawals to be made on the related payment date;]

(13) [the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount and the Subordinate Swap Termination Payment Amount, if any]; and

(14) the YSOC Amount for the related payment date.

The report will indicate each amount described in clauses (1), (2), (3) and (5) above in the aggregate and as a dollar amount per $1,000 of original principal balance of a class of notes.

S-51

Description of the Certificates

The certificates will represent fractional undivided interests in the trust and will be issued pursuant to the trust agreement. The certificates are not being offered hereby and all of the certificates, representing 100% of the equity in the issuing entity, will initially be held by the depositor, which may thereafter sell the certificates. [The certificates will not bear interest.]

Trustee Indemnification and Trustee Resignation and Removal

Owner Trustee

The owner trustee will be indemnified by the depositor, through the administrator, for any costs, expenses and disbursements that are imposed on the owner trustee relating to the trust documents, the owner trust estate and its administration or the action or inaction of the owner trustee. However, the owner trustee will not be indemnified for costs arising from its own willful misconduct or negligence, its failure to perform certain express obligations in the trust documents, any inaccuracy in its express representations and warranties or its own federal and state taxes.

The owner trustee may resign at any time by giving notice to the administrator and the administrator may remove the owner trustee at any time if the owner trustee is not able to legally act under the trust documents, has failed to resign after request of the administrator or if the owner trustee is adjudged bankrupt or insolvent or is otherwise not in control of its property or affairs.

Upon the resignation or removal of the owner trustee, the administrator will appoint a successor owner trustee and will provide notice of the resignation or removal of the owner trustee and the acceptance of appointment by the successor owner trustee to the certificateholders, the noteholders, the indenture trustee[, the swap counterparty] and the rating agencies hired by the sponsor. Any successor owner trustee must at all times: (1) be a corporation that satisfies the provisions of Section 3807(a) of the Statutory Trust Act and be authorized to exercise corporate trust powers, (2) have a combined capital and surplus of at least $50,000,000 and (3) have (or have a parent which has) a long-term rating in any generic rating category which signifies investment grade by each rating agency hired by the sponsor or a rating otherwise acceptable to each such rating agency. Any costs associated with the resignation or removal of the owner trustee will be paid by the administrator.

Indenture Trustee

In addition to receiving reasonable compensation, the indenture trustee will be reimbursed by the depositor, through the administrator, for the costs and expenses it incurs in connection with the performance of its duties under the indenture and the administration of the issuing entity. The indenture trustee will be indemnified by the issuing entity or the administrator for any loss, liability or expense it incurs in connection with the performance of its duties under the indenture and the administration of the issuing entity. However, the indenture trustee will not be indemnified for any loss, liability, expense or cost determined to have been caused by its own willful misconduct, negligence or bad faith.

The indenture trustee may resign at any time by giving notice to the issuing entity [and the swap counterparty]. The indenture trustee must resign after an event of default if resignation is required under the Trust Indenture Act of 1939, as amended, and the indenture trustee will bear all costs of procuring a successor indenture trustee within 90 days of such event of default. The indenture trustee may be removed by the issuing entity at any time if the indenture trustee fails to comply with section 6.11 of the indenture, is adjudged bankrupt or insolvent or is otherwise incapable of legally acting under the trust documents. The indenture trustee may also be removed by the noteholders if (1) it fails to comply with section 6.11 of the indenture and the noteholders petition a court of proper jurisdiction to remove the indenture trustee and appoint a successor or (2) the holders of at least 50% of the outstanding amount of controlling securities desire to remove the indenture trustee and appoint a new indenture trustee by notifying the indenture trustee of their decision and action.

The administrator, on behalf of the issuing entity, will appoint any successor indenture trustee except in the case of the outgoing indenture trustee’s removal by 50% of the holders of the outstanding controlling securities pursuant to item (2) in the preceding paragraph. Any successor indenture trustee must at all times (1) satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939, as amended, (2) have a combined capital and surplus of at least $50,000,000 and (3) be rated at least [            ] by [            ] and [            ] by [            ]. Any successor indenture trustee will deliver a written acceptance of its appointment to the outgoing indenture trustee and the issuing entity and will deliver by mail a notice of its succession to the noteholders [and the swap counterparty]. Any costs associated with the resignation or removal of the indenture trustee (except in connection with an event of default as described in the previous paragraph) will be paid by the administrator.

S-52

[Interest Rate Swaps]

[If the issuing entity issues any floating rate notes, it will enter into one or more interest rate swaps with [            ] (the “[            ]”), as the swap counterparty, to hedge its floating rate interest obligations with respect to any of [the Class [            ] Notes].]

[Under each Interest Rate Swap, the issuing entity will receive payments at a rate determined by reference to One-Month LIBOR, which is the basis for determining the amount of interest due on [the Class [            ] Notes]. Under the Interest Rate Swaps, on each payment date, (1) the issuing entity will be obligated to pay the swap counterparty the applicable fixed interest rate set forth below on the basis of a 360-day year of twelve 30-day months on a notional amount equal to the outstanding principal balance of the related class of floating rate notes as of the preceding payment date or, in the case of the initial payment date, the original principal amount of the related class of floating rate notes on the closing date, and (2) the swap counterparty will be obligated to pay to the issuing entity a floating interest rate of One-Month LIBOR for the related payment date plus the applicable spread set forth below on a notional amount equal to the outstanding principal balance of the related class of floating rate notes as of the preceding payment date.]

[The fixed rates to be used in calculating the issuing entity’s payments under the Interest Rate Swaps related to [the Class [            ] Notes] will be equal to         [        %] per annum. The spread to be used in calculating the swap counterparty’s payments under the Interest Rate Swaps related to [the Class [            ] Notes] will be equal to [        %].]

[On each Payment Date, the amount the issuing entity will be obligated to pay will be netted against the amount payable by the swap counterparty under the Interest Rate Swaps. Only the net amount will be payable by the issuing entity or the swap counterparty, as applicable.]

[The Interest Rate Swaps provide for specified events of default and termination events. Events of default applicable to the issuing entity include the failure to make payments due under the Interest Rate Swaps, the occurrence of certain bankruptcy-related events and a merger by the issuing entity without an assumption of its obligations under the Interest Rate Swaps. In addition, termination events, including illegality, specified tax events, the acceleration of the notes after the occurrence of an event of default and an amendment to the transaction documents that is adverse to the swap counterparty is made without the swap counterparty’s consent, will apply to the issuing entity.]

[In the event that the swap counterparty’s long-term or short-term ratings cease to be at the levels required by [insert rating agencies], the swap counterparty will be obligated to obtain a guaranty from or assign its rights and obligations under the Interest Rate Swaps to another party reasonably acceptable to the issuing entity or post collateral to maintain the ratings of the notes. [Insert description of any additional rating agency requirements.] If the swap counterparty has not taken one of the actions specified above within the specified time, the issuing entity may terminate the Interest Rate Swaps.]

[If an event of default or a termination event occurs, the non-defaulting party or the relevant affected party, as applicable, may elect to terminate the Interest Rate Swaps. In the event of the termination of the Interest Rate Swaps, a termination payment may be due (1) to the swap counterparty by the issuing entity out of funds that would otherwise be available to make distributions to the noteholders or the certificateholders or (2) to the issuing entity by the swap counterparty. The amount of the termination payment will be based on market quotations of the cost of entering into a similar swap transaction, in accordance with the procedures set forth in the Interest Rate Swaps. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the notes.]

[The swap counterparty will have the right to consent to amendments under the indenture, the receivables purchase agreement, the sale and servicing agreement, the trust agreement, the administration agreement and the swap counterparty rights agreement, other than amendments that do not materially and adversely affect the interests of the swap counterparty.]

[The Swap Counterparty]

[[            is the swap counterparty. It is organized as a             under the laws of             . [To be inserted: description of the general character of the business of the swap counterparty].]

[The long-term credit rating assigned to the swap counterparty by [            ] is currently “[            ]” and by [            ] is currently “[            ].” The short-term credit rating assigned to the swap counterparty by [            ] is currently “[            ]” and by [            ] is currently “            .”]

[Upon the occurrence of an event of default or termination event specified in the interest rate swap agreement, the interest rate swap agreement may be replaced with a replacement interest rate swap agreement as described under “The Description of the Trust Documents—Interest Rate Swap.”]

S-53

[Swap Agreement Significance Percentage]

[Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with World Omni Financial Corp.’s general risk management procedures, the significance percentage of the Interest Rate Swap is less than 10%.] [To be inserted if applicable — financial information required by Item 1115 of Regulation AB to the extent any provider of derivative instruments is liable or contingently liable to provide payments representing 10% or more of the cash flow.]

S-54

AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES

[The owner trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity or the indenture trustee. However, the owner trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the indenture trustee, or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of retail installment sale contracts and loans.]

[The indenture trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity or the owner trustee. However, the indenture trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the owner trustee, or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of retail installment sale contracts and loans.]

[[            ], an underwriter for the Notes, and [            ], the swap counterparty, are affiliates and engage in transactions with each other involving securitizations.]

The sponsor and the depositor are affiliates and also engage in other transactions with each other involving securitizations and sales of retail installment sale contracts and loans.

FEES AND EXPENSES

Set forth below is a list of all fees and expenses payable on each payment date out of Available Funds.

Type of Fee	Amount of Fee	Party Receiving Fee	Priority in Distribution
Servicing Fee(1)(2)	One-twelfth of [1.00]% of the principal balance of the receivables as of the first day of the related collection period.[(3)]	Servicer	The Servicing Fee for the related payment date and any previously unpaid Servicing Fee will reduce the Available Funds available for distribution.

(1) The formula for calculating the servicing fee may not be changed without the consent of the depositor, the servicer, the issuing entity, the indenture trustee and holders of the notes evidencing not less than 50% of the outstanding amount of the controlling securities and the consent of the holders of certificates evidencing not less than 50% of the percentage interest of the certificates. The fees and expenses of the indenture trustee and the owner trustee will not be paid out of Available Funds on each payment date. Instead, such fees and expenses will be paid by World Omni Financial Corp., as Administrator, pursuant to the Administration Agreement.

(2) The servicer may also receive Supplemental Servicing Fees which fees do not reduce the amount of Available Funds available to noteholders. See “Description of the Trust Documents—Servicing Compensation” in this prospectus supplement.

[(3) The servicing fee payable to the servicer on the initial payment date with respect to the initial collection period will be pro-rated, however, to compensate for the length of the initial collection period not being one month.]

S-55

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Set forth below is a summary of certain material United States federal income tax considerations relevant to the beneficial owner of a note [(other than any note retained by the depositor or sold to one or more affiliates thereof)] that holds the note as a capital asset and, unless otherwise indicated below, is a U.S. Person (as defined in the accompanying prospectus). This summary does not address special tax rules which may apply to certain types of investors, and investors that hold notes as part of an integrated investment. This summary supplements the discussion contained in the accompanying prospectus under the heading “Material Federal Income Tax Consequences.” The authorities on which we based this discussion are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended, as well as regulations promulgated by the U.S. Department of Treasury. The discussion under the heading “Material Federal Income Tax Consequences” may not address all tax considerations that may be significant to you. You are encouraged to consult your own tax advisors in determining the federal, state, local and any other tax consequences of the purchase, ownership and disposition of the notes. [The discussion under the heading “Material Federal Income Tax Consequences” does not apply to any notes retained by the depositor or sold to one or more affiliates thereof.]

Characterization of the Notes

There are no regulations, published rulings or judicial decisions addressing the characterization for federal income tax purposes of securities with terms that are substantially the same as those of the notes. A basic premise of United States federal income tax law is that the economic substance of a transaction generally will determine the federal income tax consequences of such transaction. The determination of whether the economic substance of a loan secured by an interest in property is instead a sale of a beneficial ownership interest in such property has been made by the Internal Revenue Service and the courts on the basis of numerous factors designed to determine whether the issuing entity has relinquished (and the investor has obtained) substantial incidents of ownership in such property. Among those factors, the primary factors examined are whether the investor has the opportunity to gain if the property increases in value, and has the risk of loss if the property decreases in value. Based on an assessment of these factors, in the opinion of Kirkland & Ellis LLP, special tax counsel to the depositor, the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] will be treated as indebtedness for federal income tax purposes and not as an ownership interest in the receivables or an equity interest in the issuing entity. The remainder of this discussion assumes that the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] are debt for federal income tax purposes. For a discussion of the treatment if the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] were not considered debt for federal income tax purposes, see “Material Federal Income Tax Consequences—Tax Consequences to Holders of the Notes—Possible Alternative Treatment of the Notes” in the accompanying prospectus.

Classification of the Issuing Entity

In the opinion of Kirkland & Ellis LLP, special tax counsel to the depositor, the issuing entity will not be treated as an association taxable as a corporation or a publicly traded partnership taxable as a corporation for federal income tax purposes, but rather will be disregarded as a separate entity when there is a single beneficial owner of the issuing entity or will be treated as a domestic partnership when there are two or more beneficial owners of the issuing entity.

Discount and Premium

For federal income tax reporting purposes, the notes may be treated as having been issued with original issue discount. See “Material Federal Income Tax Consequences“ in the accompanying prospectus. Interest that is not considered qualified stated interest must be accrued under the original issue discount rules. For interest to be qualified stated interest there must be legal remedies available to compel timely payment (at least annually) or

S-56

the terms of the instrument must make nonpayment or late payment sufficiently remote. Although the interest payments on the Class B Notes can be deferred in certain circumstances, the issuing entity intends to treat such potential deferral as sufficiently remote for purposes of original issue discount rules and to treat all stated interest on the Class B Notes as qualified stated interest. The prepayment assumption that will be used in determining the rate of accrual of original issue discount and of market discount and premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the receivables will prepay at a [            ]% absolute prepayment model rate, and there will be no extensions of maturity for any receivables. No representation is made that the receivables will prepay at that rate or at any other rate.

The IRS has issued regulations under Sections 1271 through 1275 of the Internal Revenue Code generally addressing the treatment of debt instruments issued with original issue discount. The original issue discount regulations and Section 1272(a)(6) of the Internal Revenue Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the notes. Prospective purchasers of the notes are advised to consult with their tax advisors concerning the tax treatment of such notes.

Certain classes of the notes may be treated for federal income tax purposes as having been issued at a premium. Whether any holder of such a class of notes will be treated as holding notes with amortizable bond premium will depend on such noteholder’s purchase price and the payments remaining to be made on such note at the time of its acquisition by such noteholder. You are encouraged to consult your own tax advisors regarding the possibility of making an election to amortize such premium on such classes of notes.

Gain or Loss on Disposition

If you sell a note, you must recognize gain or loss equal to the difference between the amount realized from the sale (reduced for any accrued interest not previously included in income) and your adjusted basis in such note, and accrued interest not previously included in income is recognized as ordinary income to the extent of the net amount received. The adjusted basis generally will equal your cost of such note, increased by any original issue discount included in your ordinary gross income with respect to the note or accrued market discount previously reported as income, and reduced (but not below zero) by any payments on the note previously received or accrued by you (other than qualified stated interest payments) and any amortizable premium. When you sell a note, your gain will be treated as ordinary income to the extent of any accrued market discount not previously reported as income. Upon a partial principal payment, you will include an amount in income equal to any accrued interest and accrued market discount not previously included in income up to the amount of the partial principal payment. Your gain is equal to the difference between the amount of the payment (reduced by the amount included in income as described in the previous sentence) and the portion of your adjusted basis in the note (as described above) allocable to such payment (generally on a pro rata basis). All loss upon a sale and any gain in excess of accrued market discount will generally be a long-term capital gain or loss if you held the note for more than one year.

Backup Withholding and Information Reporting

Payments of interest and principal, as well as payments of proceeds from the sale of notes, may be subject to the “backup withholding tax” under Section 3406 of the Internal Revenue Code (currently a rate of 28.00%) if you fail to furnish to the issuing entity certain information, including your taxpayer identification number, or otherwise fail to establish an exemption from such tax. Any amounts deducted and withheld from a payment should be allowed as a credit against your federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner.

We will report to noteholders and to the IRS for each calendar year the amount of any “reportable payments” during such year and the amount of tax withheld, if any, with respect to payments on the notes.

S-57

STATE AND LOCAL TAX CONSEQUENCES

A rule under the Florida Income Tax Code (the “Loan Rule”) provides that a “financial organization” earning or receiving interest from loans secured by tangible property located in Florida will be deemed to be conducting business or earning or receiving income in Florida, and will be subject to Florida corporate income tax regardless of where the interest was received. A financial organization is defined to include any bank, trust company, savings bank, industrial bank, land bank, safe deposit company, private banker, savings and loan association, credit union, cooperative bank, small loan company, sales finance company or investment company. If the Loan Rule were to apply to the notes, then a financial organization investing in the notes would be subject to Florida corporate income tax on a portion of its income at a maximum rate of 5.50%, and would be required to file an income tax return in Florida, even if it has no other Florida contacts. Bilzin Sumberg Baena Price & Axelrod LLP, special Florida counsel to the depositor, is of the opinion (although not free from doubt and subject to the assumptions and circumstances contained in its full written opinion) that if the matter were properly presented to a court with jurisdiction, and if relevant law were interpreted consistent with existing authority, the court should hold that the Loan Rule would not apply to an investment in the notes or the receipt of interest on the notes by a financial organization with no other Florida contacts. We urge you to consult your own tax advisor as to the applicability of the Loan Rule to an investment in the notes and your ability to offset any such Florida tax against any other state tax liabilities.

The discussion above does not address the tax treatment of the issuing entity, the securities or the security owners under any state or local tax law other than Florida law to the extent set forth above. Prospective investors are urged to consult their own tax advisors regarding the state and local tax treatment of the issuing entity and the securities, and the consequences of purchase, ownership or disposition of the securities under any state or local tax law, if applicable.

S-58

CERTAIN ERISA CONSIDERATIONS

[The discussion under the heading “Certain ERISA Considerations” does not apply to any notes retained by the depositor or sold to one or more affiliates thereof.] Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code prohibit a pension, profit-sharing or other employee benefit plan within the meaning of Section 3(3) of ERISA, as well as an individual retirement account and any other plan within the meaning of Section 4975 of the Internal Revenue Code (each a “Benefit Plan”), from engaging in particular transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to such Benefit Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Internal Revenue Code for such persons or the fiduciaries of the Benefit Plan. In addition, Title I of ERISA also requires fiduciaries of a Benefit Plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and some church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements; however, plans that are not subject to ERISA may be subject to comparable federal, state or local law restrictions similar to ERISA (“Similar Law”).

Certain transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a Benefit Plan that purchased notes if assets of the issuing entity were deemed to be assets of the Benefit Plan. Under Section 3(42) of ERISA and a regulation issued by the United States Department of Labor (the “Regulation”), the assets of the issuing entity would be treated as plan assets of a Benefit Plan for the purposes of ERISA and the Internal Revenue Code only if the Benefit Plan acquired an “equity interest” in the issuing entity and none of the exceptions contained in the Regulation was applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, we believe that, at the time of their issuance, the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] should be treated as indebtedness of the issuing entity without substantial equity features for purposes of the Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of one or more classes of notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] for ERISA purposes could change if the issuing entity incurred losses.

However, without regard to whether the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] are treated as an equity interest for purposes of the Regulation, the acquisition or holding of notes by or on behalf of a Benefit Plan could be considered to give rise to a prohibited transaction if the issuing entity, the depositor, the servicer, the owner trustee or the indenture trustee is or becomes a party in interest or a disqualified person with respect to such Benefit Plan. A statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code is available for most transactions where the party in interest or disqualified person is not affiliated with the Benefit Plan sponsor or acting as a fiduciary to the Benefit Plan. In addition, certain class exemptions could offer broader relief for the purchase and holding of notes by a Benefit Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such notes. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house” asset managers”; 95-60, regarding investments by insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” By acquiring a note, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent that either (1) it is not acquiring the notes with the assets of a Benefit Plan or a plan subject to any Similar Law; or (2) the acquisition and holding of the notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or Similar Law.

A plan fiduciary considering the purchase of notes is encouraged to consult its legal advisors regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

S-59

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated [            ] among World Omni Financial Corp., the depositor, and [            ],[            ] and [            ], as representatives of the underwriters, the depositor has agreed to sell to the underwriters named below and each of the underwriters has severally agreed to purchase, the principal amount of the notes described opposite its name below:

Underwriter	Class A-1 Notes		Class A-2 Notes		Class A-3 Notes		Class A-4 Notes		[Class B Notes]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Total	$	[            ]	$	[            ]	$	[            ]	$	[            ]	$	[            ]

[The Class [            ] Notes are offered by this prospectus supplement and the accompanying prospectus and some or all of the Class [            ] Notes may be initially retained by the depositor or sold to one or more affiliates thereof on the closing date. If retained, such retained notes may be sold, subject to certain limitations, from time to time to purchasers directly by the depositor or by one or more affiliates thereof or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or such affiliates or from the purchasers of such retained notes. If such retained Class [            ] Notes are sold through underwriters, broker-dealers or agents, the depositor or such affiliates will be responsible for underwriting discounts or commissions or agent’s commissions. Such retained Class [            ] Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.]

The depositor has been advised by the underwriters that they propose initially to offer the underwritten notes to the public at the prices set forth on the cover page hereof, and to dealers at these prices less a selling concession not in excess of the percentage set forth below for each class of underwritten notes. The underwriters may allow, and these dealers may reallow to other dealers, a subsequent concession not in excess of the percentage set forth below for each class of underwritten notes. After the initial public offering, the public offering price and such concessions may be changed.

	Selling Concession	Reallowance
Class A-1 Notes	[            ]%	[            ]%
Class A-2 Notes	[            ]%	[            ]%
Class A-3 Notes	[            ]%	[            ]%
Class A-4 Notes	[            ]%	[            ]%
[Class B Notes	[            ]%	[            ]%]

The underwriting agreement provides that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will purchase all the underwritten notes if any of such notes are purchased.

None of the sponsor, the depositor, the servicer, the issuing entity or the underwriters makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of the CRD or any corresponding rules applicable to European Union-regulated investors. Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment compliance with the CRD and any corresponding rules applicable to European Union-regulated investors.

S-60

Each underwriter has represented and agreed that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The notes are a new issue of securities with no established trading market. World Omni Financial Corp. and the depositor do not intend to apply for listing of the notes on a national securities exchange. The underwriters have advised the depositor that they intend to act as market makers for the Notes. However, the underwriters are not obligated to do so and may discontinue any market making at any time without notice. Accordingly, no assurance can be given as to the liquidity of any trading market for the notes.

In connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of the notes. Such transactions may include stabilization transactions effected in accordance with Rule 104 of Regulation M, pursuant to which an underwriter may bid for or purchase the notes for the purpose of stabilizing their market price. In addition, the underwriters may impose “penalty bids” whereby they may reclaim from a dealer participating in the offering the selling concession with respect to the notes that the dealer distributed in the offering but subsequently purchased for the account of the underwriters in the open market. Any of the transactions described in this paragraph may result in the maintenance of the price of the notes at a level above that which might otherwise prevail in the open market. None of the transactions described in this paragraph is required, and, if they are taken, such transactions may be discontinued at any time without notice.

World Omni Financial Corp. and the depositor have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribute to payments which the underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.

In the ordinary course of their respective businesses, the underwriters and their affiliates have engaged and may engage in investment banking and/or commercial banking transactions with World Omni Financial Corp. and its affiliates. We refer you to “Use of Proceeds” in this prospectus supplement and “Plan of Distribution” in the accompanying prospectus.

The following chart sets forth information on the aggregate proceeds to the depositor from the sale of the underwritten notes.

			As Percent of Aggregate Principal Amount of the Underwritten Notes
Aggregate Price to Public of the Underwritten Notes	$	[            ]	[            ]%
Aggregate Underwriting Discount	$	[            ]	[            ]%
Aggregate Proceeds to Depositor	$	[            ]	[            ]%
Additional Offering Expenses	$	[            ]	[            ]%

S-61

FORWARD-LOOKING STATEMENTS

This prospectus supplement, including information included or incorporated by reference in this prospectus supplement, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by the issuing entity or the depositor in press releases and in oral and written statements made by or with the issuing entity’s or the depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of the servicer, the issuing entity or the depositor. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimates” or similar expressions. The issuing entity and the depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed in “Risk Factors” in this prospectus supplement and the accompanying prospectus. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of the issuing entity or the depositor to control or predict. The forward-looking statements made in this prospectus supplement speak only as of the date stated on the cover of this prospectus supplement. The issuing entity and the depositor undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

LEGAL PROCEEDINGS

There are no legal or governmental proceedings pending against World Omni Financial Corp., the depositor, the indenture trustee, the owner trustee, the issuing entity or the servicer, or of which any property of the foregoing is the subject, that, if determined adversely to such party, would be material to holders of the notes.

LEGAL MATTERS

Some legal matters relating to the securities, including the legality opinion for the securities being offered and certain federal income tax matters, will be passed upon for the depositor and the servicer by Kirkland & Ellis LLP, Chicago, Illinois. Some legal matters relating to the Loan Rule will be passed upon by Bilzin Sumberg Baena Price & Axelrod LLP, Miami, Florida. Some legal matters relating to the notes [(other than any notes retained by the depositor or sold to one or more affiliates thereof)] will be passed upon for the underwriters by [Bingham McCutchen LLP].

S-62

GLOSSARY OF TERMS TO THE PROSPECTUS SUPPLEMENT

The following are definitions of terms used in this prospectus supplement. References to the singular form of defined terms in this prospectus supplement include references to the plural and vice versa.

“Available Funds” means, generally, with respect to any payment date, the sum of the following amounts with respect to the related collection period:

• all collections on the receivables;

• advances made by the servicer with respect to delinquent receivables;

• all proceeds of liquidated receivables, net of expenses incurred by the servicer in connection with the liquidation and any amounts required by law to be remitted to the obligor on the liquidated receivables and all recoveries in respect of liquidated receivables that became liquidated receivables in prior collection periods;

• the Purchase Amount of each receivable that was repurchased by the depositor or purchased by the servicer under an obligation that arose during the related collection period;

• partial prepayments relating to refunds of any warranty or insurance financed by the respective obligor as part of the original contract;

• amounts in the Reserve Account in excess of the Required Reserve Amount;

• [amounts in the negative carry account in excess of the required negative carry account balance;]

• investment earnings on funds on deposit in the collection account[, the pre-funding account, the negative carry account] and the Reserve Account;

• any funds received by the indenture trustee (net of any amounts paid to the indenture trustee pursuant to the indenture and to the owner trustee pursuant to the trust agreement) and deposited into the collection account upon an exercise of remedies;

• [the net amount paid to the issuing entity under the Interest Rate Swaps since the preceding payment date]; and

• re-deposits into the collection account of amounts available for distribution to certificateholders from the previous payment date, if any.

Available Funds for each payment date will be reduced by the servicing fee for the payment date and any previously unpaid servicing fees and reimbursements to the servicer of advances. 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.

“BCFP” is defined on page S-15.

“Benefit Plan” is defined on page S-59.

“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 the 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 the payment date and the Class A Noteholders’ Interest Carryover Shortfall for the payment date.

“Class A Noteholders’ Monthly Interest Distributable Amount” means, with respect to any payment date, interest accrued for the related interest accrual period on each class of Class A Notes at the respective interest rate for the class on the aggregate outstanding principal amount of the notes of the 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 the class on or prior to the preceding payment date.

S-63

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

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

“Class B Noteholders’ Monthly Interest Distributable Amount” means, with respect to any payment date, interest accrued for the related interest accrual period on the Class B Notes at the interest rate for such class on the aggregate outstanding principal 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.

“CRD” is defined on page S-14.

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

“Dodd-Frank Act” is defined on page S-15.

“FDIC” is defined on page S-15.

“Five-State Area” is defined on page S-1.

“FSMA” is defined on page S-61.

[“initial pre-funding amount” is defined on page S-25.]

[“Interest Rate Swaps” means, the interest rate swaps, including all schedules and confirmations relating thereto, between the issuing entity and the swap counterparty in effect on the closing date as they may be amended, supplemented, replaced or otherwise modified and in effect from time to time.]

“Loan Rule” is defined on page S-58.

[“Maximum Negative Carry Amount” means, if there is a funding period, as of the closing date or any payment date, an amount equal to the product of (1) the excess, if any, of (a) the weighted average of the interest rates on the notes [(using a rate of % per annum for the Class [            ] Notes)] as of such date over (b) %, multiplied by (2) the amount on deposit in the pre-funding account on such date, and multiplied by (3) the fraction of a year represented by the number of days from such date to but excluding the payment date immediately following the calendar month in which the last day of the funding period occurs, calculated on the basis of a 360-day year of twelve 30-day months.]

[“Monthly Swap Payment Amount” means, with respect to any payment date, the amount payable by the issuing entity under the Interest Rate Swaps other than Swap Termination Payment Amounts.]

[“Negative Carry Amount” means, as of any payment date, an amount calculated by the servicer as the excess, if any, of (1) the product of (a) the sum of the aggregate Class A Noteholders’ Interest Distributable Amount and the Class B Noteholders’ Interest Distributable Amount for such payment date multiplied by (b) a fraction, the numerator of which is the amount on deposit in the pre-funding account on such preceding payment date (or, if none, the closing date) and the denominator of which is the Outstanding Amount as of the preceding payment date (or, if none, the closing date), in each case, giving effect to all deposits, withdrawals and payment to be made on such payment date, over (2) the investment earnings on amounts in the pre-funding account during the related collection period.]

S-64

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

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

“Noteholders’ Principal Distributable Amount” means, with respect to any payment date, the excess, if any, of (a) the sum of the aggregate outstanding principal amount of the notes as of the day immediately preceding that payment date over (b) the Pool Balance for that payment date minus the Overcollateralization Target Amount for that payment date, provided that on the final scheduled payment date of any class of notes, the Noteholders’ Principal Distributable Amount shall not be less than the amount necessary to reduce the aggregate principal balance of such class of notes to zero.

“Noteholders’ Second Priority Principal Distributable Amount” means, with respect to any payment date, an amount equal to the excess, if any, of (a) the aggregate outstanding principal balance 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.

“NRSRO” is defined on page S-16.

“OLA” is defined on page S-15.

[“One-Month LIBOR” means, for any payment date, the rate per annum of deposits in United States dollars having a one-month maturity that appears on Reuters Screen LIBOR 01 at approximately 11:00 a.m., London time, two London business days prior to the payment date immediately preceding such payment date (or, in the case of the initial payment date, for the period from and including the closing date to but excluding the initial payment date, two London business days prior to the closing date) (each, a “LIBOR Determination Date”); provided however, that for the first interest period, One-Month LIBOR shall mean an interpolated rate for deposits based on a period that corresponds to the actual number of days in the first interest period. Notwithstanding the foregoing, in the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR 01 Page (or the successor page or screen as may replace that page or screen or that service) on the applicable LIBOR Determination Date, then One-Month LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by the indenture trustee as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the indenture trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such quotation can be obtained, One-Month LIBOR for such payment date will be One-Month LIBOR for the prior payment date.]

“Outstanding Amount” means the aggregate principal amount of all notes, or classes of notes, as applicable, outstanding at the date of determination.

“Overcollateralization Target Amount” means, with respect to any payment date, an amount equal to [            ]% of the aggregate outstanding principal balance of the receivables as of the end of the related collection period less the YSOC Amount of those receivables as of the last day of the related collection period, but not less than [            ]% of the aggregate starting principal balance of the receivables as of the closing date less the YSOC Amount of those receivables as of the closing date.

“Pool Balance” means, as of any payment date, the aggregate principal balance of the receivables held by the issuing entity as of the last day of the related collection period less the YSOC Amount of those receivables 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 [, plus amounts, if any, on deposit in the pre-funding account,] 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.

“PTCE” is defined on page S-59.

“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 all accrued and unpaid interest to that last day.

S-65

“Regulation” is defined on page S-59.

“Required Rate” means [            ]% per annum, or such other rate as shall be approved by the rating agencies hired by the sponsor to rate the notes.

“Required Reserve Amount” means, with respect to any payment date, the lesser of (a) [            ]% of the aggregate starting principal balance less the YSOC Amount as of the [initial] cutoff date of all receivables transferred to the issuing entity and (b) the Outstanding Amount.

“Reserve Account Initial Deposit” is defined on page S-48.

“Rule 193 Information” is defined on page S-25.

“SEC” is defined on page S-15.

“Securities Act” is defined on page S-61.

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

“Similar Law” is defined on page S-59.

[“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 (as defined in the Interest Rate Swap) other than terminations arising from a Tax Event or Illegality (as defined in the Interest Rate Swap).]

“Supplemental Servicing Fees” is defined on page S-44.

[“Swap Termination Payment Amount” means, the amount due to the swap counterparty from the issuing entity in respect of an early termination date of the Interest Rate Swap.]

“YSOC Amount” means, with respect to any calendar month and the related payment date, or with respect to the [initial cutoff date or any subsequent] cutoff date, the aggregate amount by which the principal balance as of the last day of such calendar month or the [respective] cutoff date of each of the related receivables with an annual percentage rate as stated in the related contract of less than the Required Rate, other than a Defaulted Receivable, exceeds the present value, calculated using a discount rate of the Required Rate, of each scheduled payment of each such receivable assuming such scheduled payment is made on the last day of each month and each month has 30 days.

S-66

Appendix A

STATIC POOL INFORMATION ABOUT CERTAIN PREVIOUS SECURITIZED POOLS

This Appendix A sets forth in tabular format static pool information of specified pools of retail installment sale contract receivables securitized by the sponsor during the last five years. The term ‘securitized pool’ refers to the pool of receivables included in the applicable statistical pool of receivables or, if there was no statistical pool of receivables, in the pool of receivables. The characteristics of each securitized pool described above are based on the securitized pool as of the related statistical cutoff date or initial cutoff date, as applicable. The characteristics of the final pool of receivables for that transaction may vary somewhat from the characteristics of the receivables in the applicable securitized pool.

The characteristics of receivables included in these prior securitizations, as well as the social, economic and other conditions existing at the time when those receivables were originated and repaid, may vary materially from the characteristics of the receivables included in the pool of receivables for this transaction, and the social, economic and other conditions existing at the time when the receivables in this receivables pool were originated and that will exist when the receivables in the current receivables pool are repaid. As a result of each of the foregoing, there can be no assurance that the performance of the prior securitized pools will correspond to or be an accurate predictor of the performance of this receivables securitization transaction.

A-1

WORLD OMNI AUTO RECEIVABLES TRUSTS

ORIGINAL PORTFOLIO CHARACTERISTICS

	WOART 2007-A			WOART 2007-B			WOART 2008-A			WOART 2008-B			WOART 2009-A			WOART 2010-A			WOART 2011-A			WOART 2011-B
Aggregate Principal Balance	$	954,145,162.02		$	643,381,117.54		$	912,136,734.53		$	875,321,340.10		$	909,227,338.10		$	994,736,679.50		$	865,079,666.68		$	747,078,780.66
Avg. Amount Financed	$	21,755		$	21,851		$	21,515		$	21,548		$	23,286		$	21,009		$	22,499		$	23,597
Wtd. Original Term(1)		64.42			65.61			67.97			67.10			63.89			62.60			63.93			65.21
Range of Original Terms (In Months)		24 to 84			24 to 84			24 to 84			24 to 84			24 to 84			24 to 75			24 to 75			24 to 75
Wtd. Remaining Term(1) (In Months)		60.84			61.81			62.41			61.76			59.04			54.78			57.29			59.11
Toyota(2)		96	%		96	%		95	%		95	%		98	%		98	%		98	%		98	%
Non-Toyota(2)		4	%		4	%		5	%		5	%		2	%		2	%		2	%		2	%
Wtd. APR(1)		7.19	%		7.98	%		8.44	%		7.35	%		4.61	%		4.83	%		4.13	%		4.48	%
APR Range		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%		0.00% - 20.00	%
Avg. FICO®(3)(4)(5)		730			715			712			715			744			761			731			723
>90% of FICO®’s Fall Between(6)		601 and 840			581 and 840			581 and 840			581 and 840			644 and 828			670 and 830			610 and 827			599 and 826
New(2)		87	%		84	%		80	%		82	%		88	%		87	%		89	%		83	%
Used(2)		13	%		16	%		20	%		18	%		12	%		13	%		11	%		17	%

(1) Weighted by Principal Balance

(2) Percent of Principal Balance

(3) FICO is a registered trademark of Fair Isaac Corporation. An obligor’s FICO score measures the likelihood that such obligor will repay his or her obligation as expected

(4) FICO scores are calculated excluding accounts for which no FICO score is available

(5) FICO scores are pulled at the time of application

(6) For Example: A 90% FICO score range of 601-840 has the meaning that greater than 90% of the aggregate outstanding principal balance of the applicable receivables is composed of obligors with FICO scores between 601 and 840, with less than 5% of obligor FICO scores (based on the aggregate outstanding principal balance of the applicable receivables) exceeding 840 and less than 5% of obligor FICO scores (based on the aggregate outstanding principal balance of the applicable receivables) falling below 601.

A-2

Geographical Info

	World Omni Auto Receivables Trust 2007-A					World Omni Auto Receivables Trust 2007-B					World Omni Auto Receivables Trust 2008-A					World Omni Auto Receivables Trust 2008-B
	Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance
Florida		404,286,553.85		42.4	%		250,439,451.79		38.9	%		347,251,404.72		38.1	%		369,185,982.61		42.2	%
Georgia		192,756,980.48		20.2	%		137,620,723.17		21.4	%		168,177,786.18		18.4	%		158,091,791.09		18.1	%
North Carolina		176,137,720.65		18.5	%		129,918,990.33		20.2	%		179,020,973.58		19.6	%		164,280,304.31		18.8	%
Alabama		92,509,477.13		9.7	%		63,615,540.13		9.9	%		107,026,493.98		11.7	%		97,053,501.45		11.1	%
South Carolina		72,004,614.25		7.5	%		48,501,344.63		7.5	%		74,601,809.63		8.2	%		67,261,478.14		7.7	%
All Others		16,449,815.66		1.7	%		13,285,067.49		2.1	%		36,058,266.44		4.0	%		19,448,282.50		2.2	%
Total		954,145,162.02		100.0	%		643,381,117.54		100.0	%		912,136,734.53		100.0	%		875,321,340.10		100.0	%
	World Omni Auto Receivables Trust 2009-A					World Omni Auto Receivables Trust 2010-A					World Omni Auto Receivables Trust 2011-A					World Omni Auto Receivables Trust 2011-B
	Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance			Principal Balance		% of Principal Balance
Florida		384,785,251.43		42.3	%		469,971,095.08		47.3	%		418,749,080.37		48.4	%		342,273,082.87		45.8	%
Georgia		166,030,081.88		18.3	%		169,219,620.22		17.0	%		146,409,649.95		16.9	%		127,772,498.16		17.1	%
North Carolina		171,949,307.63		18.9	%		171,214,372.28		17.2	%		142,145,017.21		16.4	%		116,049,968.97		15.5	%
Alabama		100,278,959.20		11.0	%		94,492,121.70		9.5	%		86,268,014.92		10.0	%		86,594,802.97		11.6	%
South Carolina		61,522,880.44		6.8	%		63,927,535.07		6.4	%		54,428,810.71		6.3	%		56,072,962.25		7.5	%
All Others		24,660,857.52		2.7	%		25,911,935.15		2.6	%		17,079,093.52		2.0	%		18,315,465.44		2.5	%
Total		909,227,338.10		100.0	%		994,736,679.50		100.0	%		865,079,666.68		100.0	%		747,078,780.66		100.0	%

A-3

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Feb-07	Past Due 31-60 days		140		2,457,595.27		0.22	%
		Past Due 61-90 days		2		47,786.68		0.00	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		142		2,505,381.95		0.23	%
	Mar-07	Past Due 31-60 days		235		4,100,357.17		0.38	%
		Past Due 61-90 days		33		613,603.15		0.06	%
		Past Due 91 + days		3		50,620.07		0.00	%
		Total		271		4,764,580.39		0.44	%
	Apr-07	Past Due 31-60 days		317		5,344,536.05		0.51	%
		Past Due 61-90 days		60		1,113,357.97		0.11	%
		Past Due 91 + days		14		250,030.30		0.02	%
		Total		391		6,707,924.32		0.64	%
	May-07	Past Due 31-60 days		436		7,741,092.31		0.76	%
		Past Due 61-90 days		78		1,407,899.86		0.14	%
		Past Due 91 + days		25		439,681.77		0.04	%
		Total		539		9,588,673.94		0.95	%
	Jun-07	Past Due 31-60 days		444		7,953,827.30		0.81	%
		Past Due 61-90 days		120		2,319,922.18		0.24	%
		Past Due 91 + days		34		583,690.92		0.06	%
		Total		598		10,857,440.40		1.11	%
	Jul-07	Past Due 31-60 days		482		8,773,751.63		0.92	%
		Past Due 61-90 days		137		2,433,442.39		0.26	%
		Past Due 91 + days		48		1,005,207.10		0.11	%
		Total		667		12,212,401.12		1.28	%
	Aug-07	Past Due 31-60 days		495		8,901,896.58		0.97	%
		Past Due 61-90 days		146		2,645,129.44		0.29	%
		Past Due 91 + days		47		827,469.81		0.09	%
		Total		688		12,374,495.83		1.34	%
	Sep-07	Past Due 31-60 days		623		11,114,284.41		1.24	%
		Past Due 61-90 days		153		2,812,179.04		0.31	%
		Past Due 91 + days		47		835,068.67		0.09	%
		Total		823		14,761,532.12		1.65	%
	Oct-07	Past Due 31-60 days		568		9,938,380.73		1.15	%
		Past Due 61-90 days		159		3,049,070.14		0.35	%
		Past Due 91 + days		56		1,069,873.13		0.12	%
		Total		783		14,057,324.00		1.63	%
	Nov-07	Past Due 31-60 days		612		10,885,922.43		1.30	%
		Past Due 61-90 days		183		3,500,832.97		0.42	%
		Past Due 91 + days		56		1,088,822.76		0.13	%
		Total		851		15,475,578.16		1.85	%

A-4

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Dec-07	Past Due 31-60 days		690		11,806,164.92		1.46	%
		Past Due 61-90 days		198		3,598,699.97		0.45	%
		Past Due 91 + days		72		1,369,782.92		0.17	%
		Total		960		16,774,647.81		2.08	%
	Jan-08	Past Due 31-60 days		584		10,196,283.85		1.31	%
		Past Due 61-90 days		203		3,605,616.70		0.46	%
		Past Due 91 + days		80		1,438,499.02		0.18	%
		Total		867		15,240,399.57		1.95	%
	Feb-08	Past Due 31-60 days		483		8,291,883.94		1.10	%
		Past Due 61-90 days		148		2,664,592.41		0.35	%
		Past Due 91 + days		67		1,118,716.48		0.15	%
		Total		698		12,075,192.83		1.60	%
	Mar-08	Past Due 31-60 days		477		8,308,228.17		1.14	%
		Past Due 61-90 days		120		2,201,035.52		0.30	%
		Past Due 91 + days		47		764,996.30		0.11	%
		Total		644		11,274,259.99		1.55	%
	Apr-08	Past Due 31-60 days		499		8,345,667.65		1.20	%
		Past Due 61-90 days		131		2,431,294.50		0.35	%
		Past Due 91 + days		38		709,485.72		0.10	%
		Total		668		11,486,447.87		1.65	%
	May-08	Past Due 31-60 days		548		9,436,830.17		1.41	%
		Past Due 61-90 days		136		2,402,802.10		0.36	%
		Past Due 91 + days		61		1,076,239.10		0.16	%
		Total		745		12,915,871.37		1.92	%
	Jun-08	Past Due 31-60 days		598		10,374,793.08		1.61	%
		Past Due 61-90 days		153		2,579,347.34		0.40	%
		Past Due 91 + days		62		1,046,267.19		0.16	%
		Total		813		14,000,407.61		2.17	%
	Jul-08	Past Due 31-60 days		586		9,676,000.15		1.56	%
		Past Due 61-90 days		178		2,961,160.00		0.48	%
		Past Due 91 + days		54		805,088.26		0.13	%
		Total		818		13,442,248.41		2.16	%
	Aug-08	Past Due 31-60 days		678		11,029,975.99		1.84	%
		Past Due 61-90 days		175		2,996,253.14		0.50	%
		Past Due 91 + days		73		1,085,655.62		0.18	%
		Total		926		15,111,884.75		2.52	%
	Sep-08	Past Due 31-60 days		713		11,539,045.86		2.00	%
		Past Due 61-90 days		166		2,727,196.67		0.47	%
		Past Due 91 + days		58		874,918.03		0.15	%
		Total		937		15,141,160.56		2.62	%

A-5

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Oct-08	Past Due 31-60 days		706		11,597,026.63		2.09	%
		Past Due 61-90 days		168		2,851,128.96		0.51	%
		Past Due 91 + days		65		1,059,058.71		0.19	%
		Total		939		15,507,214.30		2.79	%
	Nov-08	Past Due 31-60 days		812		13,389,178.32		2.50	%
		Past Due 61-90 days		214		3,662,513.00		0.68	%
		Past Due 91 + days		60		864,517.95		0.16	%
		Total		1,086		17,916,209.27		3.34	%
	Dec-08	Past Due 31-60 days		830		13,568,329.33		2.63	%
		Past Due 61-90 days		246		4,231,273.72		0.82	%
		Past Due 91 + days		88		1,470,933.30		0.28	%
		Total		1,164		19,270,536.35		3.73	%
	Jan-09	Past Due 31-60 days		767		12,233,794.82		2.46	%
		Past Due 61-90 days		276		4,732,483.47		0.95	%
		Past Due 91 + days		101		1,771,178.00		0.36	%
		Total		1,144		18,737,456.29		3.77	%
	Feb-09	Past Due 31-60 days		596		9,382,151.33		1.97	%
		Past Due 61-90 days		191		3,337,500.20		0.70	%
		Past Due 91 + days		87		1,335,455.05		0.28	%
		Total		874		14,055,106.58		2.94	%
	Mar-09	Past Due 31-60 days		587		9,187,760.81		2.01	%
		Past Due 61-90 days		153		2,562,222.97		0.56	%
		Past Due 91 + days		69		1,115,631.73		0.24	%
		Total		809		12,865,615.51		2.81	%
	Apr-09	Past Due 31-60 days		559		8,780,530.73		2.00	%
		Past Due 61-90 days		193		3,198,110.10		0.73	%
		Past Due 91 + days		57		917,096.71		0.21	%
		Total		809		12,895,737.54		2.94	%
	May-09	Past Due 31-60 days		643		9,757,061.44		2.31	%
		Past Due 61-90 days		207		3,223,492.93		0.76	%
		Past Due 91 + days		65		1,077,557.35		0.26	%
		Total		915		14,058,111.72		3.33	%
	Jun-09	Past Due 31-60 days		673		10,177,916.14		2.52	%
		Past Due 61-90 days		221		3,434,187.66		0.85	%
		Past Due 91 + days		60		750,428.27		0.19	%
		Total		954		14,362,532.07		3.56	%
	Jul-09	Past Due 31-60 days		635		9,374,209.65		2.43	%
		Past Due 61-90 days		199		3,117,049.78		0.81	%
		Past Due 91 + days		71		977,461.41		0.25	%
		Total		905		13,468,720.84		3.49	%

A-6

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Aug-09	Past Due 31-60 days		688		10,008,532.10		2.71	%
		Past Due 61-90 days		229		3,333,937.55		0.90	%
		Past Due 91 + days		64		945,782.46		0.26	%
		Total		981		14,288,252.11		3.87	%
	Sep-09	Past Due 31-60 days		653		9,247,732.00		2.62	%
		Past Due 61-90 days		240		3,608,413.72		1.02	%
		Past Due 91 + days		68		919,880.17		0.26	%
		Total		961		13,776,025.89		3.90	%
	Oct-09	Past Due 31-60 days		695		9,751,805.18		2.90	%
		Past Due 61-90 days		189		2,692,890.24		0.80	%
		Past Due 91 + days		70		1,017,432.73		0.30	%
		Total		954		13,462,128.15		4.00	%
	Nov-09	Past Due 31-60 days		740		10,234,144.23		3.18	%
		Past Due 61-90 days		196		2,718,217.80		0.85	%
		Past Due 91 + days		63		809,537.49		0.25	%
		Total		999		13,761,899.52		4.28	%
	Dec-09	Past Due 31-60 days		730		9,927,320.30		3.25	%
		Past Due 61-90 days		198		2,752,669.69		0.90	%
		Past Due 91 + days		57		689,392.16		0.23	%
		Total		985		13,369,382.15		4.38	%
	Jan-10	Past Due 31-60 days		691		9,056,884.36		3.11	%
		Past Due 61-90 days		214		2,888,725.05		0.99	%
		Past Due 91 + days		46		627,094.56		0.22	%
		Total		951		12,572,703.97		4.32	%
	Feb-10	Past Due 31-60 days		560		7,351,655.48		2.66	%
		Past Due 61-90 days		157		2,045,540.36		0.74	%
		Past Due 91 + days		43		580,750.24		0.21	%
		Total		760		9,977,946.08		3.61	%
	Mar-10	Past Due 31-60 days		502		6,245,225.76		2.41	%
		Past Due 61-90 days		109		1,502,725.94		0.58	%
		Past Due 91 + days		31		396,203.04		0.15	%
		Total		642		8,144,154.74		3.14	%
	Apr-10	Past Due 31-60 days		525		6,697,455.72		2.75	%
		Past Due 61-90 days		116		1,354,110.54		0.56	%
		Past Due 91 + days		30		396,609.17		0.16	%
		Total		671		8,448,175.43		3.47	%
	May-10	Past Due 31-60 days		565		6,887,848.74		3.00	%
		Past Due 61-90 days		125		1,561,037.58		0.68	%
		Past Due 91 + days		33		395,988.19		0.17	%
		Total		723		8,844,874.51		3.85	%

A-7

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jun-10	Past Due 31-60 days		550		6,539,908.03		3.03	%
		Past Due 61-90 days		140		1,774,304.18		0.82	%
		Past Due 91 + days		44		530,938.92		0.25	%
		Total		734		8,845,151.13		4.10	%
	Jul-10	Past Due 31-60 days		577		6,526,186.59		3.22	%
		Past Due 61-90 days		137		1,600,134.66		0.79	%
		Past Due 91 + days		41		477,659.93		0.24	%
		Total		755		8,603,981.18		4.25	%
	Aug-10	Past Due 31-60 days		560		6,270,036.15		3.32	%
		Past Due 61-90 days		135		1,496,275.23		0.79	%
		Past Due 91 + days		33		312,476.47		0.17	%
		Total		728		8,078,787.85		4.27	%
	Sep-10	Past Due 31-60 days		598		6,609,175.52		3.74	%
		Past Due 61-90 days		121		1,374,642.32		0.78	%
		Past Due 91 + days		36		305,122.42		0.17	%
		Total		755		8,288,940.26		4.69	%
	Oct-10	Past Due 31-60 days		577		6,030,608.21		3.65	%
		Past Due 61-90 days		143		1,657,231.17		1.00	%
		Past Due 91 + days		30		254,796.39		0.15	%
		Total		750		7,942,635.77		4.81	%
	Nov-10	Past Due 31-60 days		629		6,506,308.00		4.22	%
		Past Due 61-90 days		137		1,511,146.18		0.98	%
		Past Due 91 + days		34		310,006.38		0.20	%
		Total		800		8,327,460.56		5.40	%
	Dec-10	Past Due 31-60 days		668		6,408,275.21		4.47	%
		Past Due 61-90 days		138		1,400,631.61		0.98	%
		Past Due 91 + days		33		294,184.41		0.21	%
		Total		839		8,103,091.23		5.66	%
	Jan-11	Past Due 31-60 days		572		5,492,769.45		4.14	%
		Past Due 61-90 days		142		1,425,952.08		1.08	%
		Past Due 91 + days		31		258,692.76		0.20	%
		Total		745		7,177,414.29		5.42	%
	Feb-11	Past Due 31-60 days		467		4,480,555.64		3.65	%
		Past Due 61-90 days		112		1,138,954.42		0.93	%
		Past Due 91 + days		23		194,007.85		0.16	%
		Total		602		5,813,517.91		4.74	%
	Mar-11	Past Due 31-60 days		445		3,988,671.50		3.57	%
		Past Due 61-90 days		88		847,292.76		0.76	%
		Past Due 91 + days		13		96,909.23		0.09	%
		Total		546		4,932,873.49		4.42	%

A-8

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Sep-07	Past Due 31-60 days		296		5,908,339.06		0.63	%
		Past Due 61-90 days		7		125,520.95		0.01	%
		Past Due 91 + days		3		79,632.89		0.01	%
		Total		306		6,113,492.90		0.65	%
	Oct-07	Past Due 31-60 days		443		9,147,729.36		1.01	%
		Past Due 61-90 days		67		1,451,435.04		0.16	%
		Past Due 91 + days		1		11,391.18		0.00	%
		Total		511		10,610,555.58		1.17	%
	Nov-07	Past Due 31-60 days		498		10,321,357.84		1.17	%
		Past Due 61-90 days		161		3,510,597.95		0.40	%
		Past Due 91 + days		28		647,947.75		0.07	%
		Total		687		14,479,903.54		1.63	%
	Dec-07	Past Due 31-60 days		562		11,595,603.89		1.34	%
		Past Due 61-90 days		173		3,703,680.19		0.43	%
		Past Due 91 + days		85		1,910,536.29		0.22	%
		Total		820		17,209,820.37		1.99	%
	Jan-08	Past Due 31-60 days		536		11,225,442.65		1.34	%
		Past Due 61-90 days		187		3,918,187.21		0.47	%
		Past Due 91 + days		63		1,395,691.69		0.17	%
		Total		786		16,539,321.55		1.97	%
	Feb-08	Past Due 31-60 days		426		9,138,947.82		1.12	%
		Past Due 61-90 days		123		2,729,449.74		0.34	%
		Past Due 91 + days		62		1,167,684.30		0.14	%
		Total		611		13,036,081.86		1.60	%
	Mar-08	Past Due 31-60 days		454		9,652,905.06		1.23	%
		Past Due 61-90 days		105		2,183,827.04		0.28	%
		Past Due 91 + days		42		860,313.03		0.11	%
		Total		601		12,697,045.13		1.61	%
	Apr-08	Past Due 31-60 days		516		10,592,336.26		1.39	%
		Past Due 61-90 days		139		3,002,275.08		0.39	%
		Past Due 91 + days		35		678,366.51		0.09	%
		Total		690		14,272,977.85		1.88	%
	May-08	Past Due 31-60 days		586		11,887,913.04		1.61	%
		Past Due 61-90 days		140		2,893,947.55		0.39	%
		Past Due 91 + days		62		1,275,734.74		0.17	%
		Total		788		16,057,595.33		2.18	%
	Jun-08	Past Due 31-60 days		609		12,461,516.66		1.75	%
		Past Due 61-90 days		189		3,933,832.43		0.55	%
		Past Due 91 + days		57		1,090,703.46		0.15	%
		Total		855		17,486,052.55		2.45	%

A-9

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jul-08	Past Due 31-60 days		668		13,452,382.44		1.95	%
		Past Due 61-90 days		176		3,605,543.21		0.52	%
		Past Due 91 + days		63		1,229,447.88		0.18	%
		Total		907		18,287,373.53		2.65	%
	Aug-08	Past Due 31-60 days		714		14,436,040.51		2.16	%
		Past Due 61-90 days		207		4,246,458.31		0.64	%
		Past Due 91 + days		68		1,302,833.46		0.20	%
		Total		989		19,985,332.28		2.99	%
	Sep-08	Past Due 31-60 days		708		13,986,528.96		2.17	%
		Past Due 61-90 days		201		3,916,704.14		0.61	%
		Past Due 91 + days		72		1,344,371.52		0.21	%
		Total		981		19,247,604.62		2.98	%
	Oct-08	Past Due 31-60 days		706		13,804,920.05		2.21	%
		Past Due 61-90 days		202		4,017,059.51		0.64	%
		Past Due 91 + days		71		1,285,583.03		0.21	%
		Total		979		19,107,562.59		3.06	%
	Nov-08	Past Due 31-60 days		783		15,126,225.25		2.50	%
		Past Due 61-90 days		267		5,258,261.31		0.87	%
		Past Due 91 + days		83		1,441,678.52		0.24	%
		Total		1,133		21,826,165.08		3.60	%
	Dec-08	Past Due 31-60 days		904		17,364,295.34		2.96	%
		Past Due 61-90 days		261		4,809,863.23		0.82	%
		Past Due 91 + days		118		2,231,856.64		0.38	%
		Total		1,283		24,406,015.21		4.16	%
	Jan-09	Past Due 31-60 days		833		15,726,953.37		2.78	%
		Past Due 61-90 days		306		5,855,091.95		1.03	%
		Past Due 91 + days		94		1,646,143.15		0.29	%
		Total		1,233		23,228,188.47		4.10	%
	Feb-09	Past Due 31-60 days		678		12,815,898.47		2.34	%
		Past Due 61-90 days		236		4,437,765.25		0.81	%
		Past Due 91 + days		101		1,851,701.86		0.34	%
		Total		1,015		19,105,365.58		3.49	%
	Mar-09	Past Due 31-60 days		717		13,338,935.92		2.53	%
		Past Due 61-90 days		171		3,149,529.27		0.60	%
		Past Due 91 + days		90		1,499,534.02		0.28	%
		Total		978		17,987,999.21		3.42	%
	Apr-09	Past Due 31-60 days		716		13,123,215.25		2.59	%
		Past Due 61-90 days		254		4,743,376.35		0.93	%
		Past Due 91 + days		76		1,197,355.30		0.24	%
		Total		1,046		19,063,946.90		3.76	%

A-10

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	May-09	Past Due 31-60 days		821		14,820,340.69		3.02	%
		Past Due 61-90 days		242		4,489,604.62		0.91	%
		Past Due 91 + days		104		1,804,512.30		0.37	%
		Total		1,167		21,114,457.61		4.30	%
	Jun-09	Past Due 31-60 days		821		14,301,359.78		3.04	%
		Past Due 61-90 days		253		4,565,494.55		0.97	%
		Past Due 91 + days		75		1,458,004.39		0.31	%
		Total		1,149		20,324,858.72		4.31	%
	Jul-09	Past Due 31-60 days		785		13,457,013.25		2.97	%
		Past Due 61-90 days		238		4,060,786.43		0.90	%
		Past Due 91 + days		84		1,398,622.84		0.31	%
		Total		1,107		18,916,422.52		4.18	%
	Aug-09	Past Due 31-60 days		793		13,551,811.62		3.11	%
		Past Due 61-90 days		271		4,524,995.36		1.04	%
		Past Due 91 + days		77		1,189,855.98		0.27	%
		Total		1,141		19,266,662.96		4.42	%
	Sep-09	Past Due 31-60 days		815		13,458,930.23		3.21	%
		Past Due 61-90 days		284		4,714,228.53		1.12	%
		Past Due 91 + days		64		943,549.69		0.22	%
		Total		1,163		19,116,708.45		4.56	%
	Oct-09	Past Due 31-60 days		799		13,027,881.55		3.23	%
		Past Due 61-90 days		228		3,838,476.91		0.95	%
		Past Due 91 + days		81		1,295,795.93		0.32	%
		Total		1,108		18,162,154.39		4.50	%
	Nov-09	Past Due 31-60 days		834		13,489,190.80		3.49	%
		Past Due 61-90 days		253		4,084,939.25		1.06	%
		Past Due 91 + days		67		883,789.24		0.23	%
		Total		1,154		18,457,919.29		4.77	%
	Dec-09	Past Due 31-60 days		887		13,640,242.81		3.68	%
		Past Due 61-90 days		221		3,512,734.87		0.95	%
		Past Due 91 + days		78		1,090,908.64		0.29	%
		Total		1,186		18,243,886.32		4.93	%
	Jan-10	Past Due 31-60 days		796		12,304,524.48		3.47	%
		Past Due 61-90 days		263		4,130,609.78		1.16	%
		Past Due 91 + days		59		707,734.79		0.20	%
		Total		1,118		17,142,869.05		4.83	%
	Feb-10	Past Due 31-60 days		665		10,325,334.85		3.03	%
		Past Due 61-90 days		153		2,327,927.99		0.68	%
		Past Due 91 + days		48		696,487.45		0.20	%
		Total		866		13,349,750.29		3.92	%

A-11

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Mar-10	Past Due 31-60 days		634		9,649,158.72		3.00	%
		Past Due 61-90 days		123		1,847,383.03		0.57	%
		Past Due 91 + days		38		487,592.32		0.15	%
		Total		795		11,984,134.07		3.72	%
	Apr-10	Past Due 31-60 days		626		9,417,876.55		3.08	%
		Past Due 61-90 days		134		1,967,784.55		0.64	%
		Past Due 91 + days		44		504,098.63		0.16	%
		Total		804		11,889,759.73		3.89	%
	May-10	Past Due 31-60 days		667		9,561,446.67		3.28	%
		Past Due 61-90 days		159		2,412,608.29		0.83	%
		Past Due 91 + days		48		575,800.61		0.20	%
		Total		874		12,549,855.57		4.31	%
	Jun-10	Past Due 31-60 days		669		9,420,394.53		3.42	%
		Past Due 61-90 days		158		2,268,988.31		0.82	%
		Past Due 91 + days		47		541,920.96		0.20	%
		Total		874		12,231,303.80		4.44	%
	Jul-10	Past Due 31-60 days		655		8,953,560.45		3.42	%
		Past Due 61-90 days		167		2,336,489.71		0.89	%
		Past Due 91 + days		57		591,573.24		0.23	%
		Total		879		11,881,623.40		4.54	%
	Aug-10	Past Due 31-60 days		572		7,781,427.05		3.14	%
		Past Due 61-90 days		168		2,316,124.95		0.93	%
		Past Due 91 + days		38		460,337.32		0.19	%
		Total		778		10,557,889.32		4.26	%
	Sep-10	Past Due 31-60 days		659		8,609,116.39		3.66	%
		Past Due 61-90 days		138		1,955,750.30		0.83	%
		Past Due 91 + days		46		479,700.66		0.20	%
		Total		843		11,044,567.35		4.69	%
	Oct-10	Past Due 31-60 days		694		8,963,707.44		4.01	%
		Past Due 61-90 days		183		2,213,570.60		0.99	%
		Past Due 91 + days		35		480,064.44		0.21	%
		Total		912		11,657,342.48		5.22	%
	Nov-10	Past Due 31-60 days		693		8,547,434.21		4.04	%
		Past Due 61-90 days		181		2,214,477.90		1.05	%
		Past Due 91 + days		46		451,629.27		0.21	%
		Total		920		11,213,541.38		5.30	%
	Dec-10	Past Due 31-60 days		728		8,658,520.95		4.33	%
		Past Due 61-90 days		171		2,023,083.83		1.01	%
		Past Due 91 + days		41		395,112.42		0.20	%
		Total		940		11,076,717.20		5.54	%

A-12

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2007-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jan-11	Past Due 31-60 days		692		8,239,245.38		4.37	%
		Past Due 61-90 days		187		2,222,206.65		1.18	%
		Past Due 91 + days		43		371,284.27		0.20	%
		Total		922		10,832,736.30		5.75	%
	Feb-11	Past Due 31-60 days		581		6,776,529.14		3.82	%
		Past Due 61-90 days		126		1,487,122.40		0.84	%
		Past Due 91 + days		38		286,342.69		0.16	%
		Total		745		8,549,994.23		4.82	%
	Mar-11	Past Due 31-60 days		548		6,203,363.04		3.75	%
		Past Due 61-90 days		110		1,123,250.22		0.68	%
		Past Due 91 + days		29		261,484.19		0.16	%
		Total		687		7,588,097.45		4.59	%
	Apr-11	Past Due 31-60 days		552		6,042,873.13		3.90	%
		Past Due 61-90 days		147		1,497,075.39		0.97	%
		Past Due 91 + days		25		204,200.21		0.13	%
		Total		724		7,744,148.73		5.00	%
	May-11	Past Due 31-60 days		623		6,617,286.76		4.58	%
		Past Due 61-90 days		142		1,395,291.64		0.97	%
		Past Due 91 + days		38		361,830.81		0.25	%
		Total		803		8,374,409.21		5.79	%
	Jun-11	Past Due 31-60 days		587		6,059,901.10		4.50	%
		Past Due 61-90 days		147		1,536,514.51		1.14	%
		Past Due 91 + days		30		245,794.35		0.18	%
		Total		764		7,842,209.96		5.82	%
	Jul-11	Past Due 31-60 days		649		6,626,114.40		5.26	%
		Past Due 61-90 days		132		1,294,265.55		1.03	%
		Past Due 91 + days		39		309,462.46		0.25	%
		Total		820		8,229,842.41		6.53	%
	Aug-11	Past Due 31-60 days		599		5,958,022.64		5.10	%
		Past Due 61-90 days		151		1,456,804.19		1.25	%
		Past Due 91 + days		30		188,717.00		0.16	%
		Total		780		7,603,543.83		6.50	%
	Sep-11	Past Due 31-60 days		612		5,880,484.90		5.42	%
		Past Due 61-90 days		119		1,119,984.83		1.03	%
		Past Due 91 + days		40		255,999.99		0.24	%
		Total		771		7,256,469.72		6.69	%
	Oct-11	Past Due 31-60 days		563		5,340,417.31		5.33	%
		Past Due 61-90 days		111		1,009,046.16		1.01	%
		Past Due 91 + days		33		190,337.09		0.19	%
		Total		707		6,539,800.56		6.53	%
	Nov-11	Past Due 31-60 days		614		5,392,695.59		5.82	%
		Past Due 61-90 days		146		1,299,539.73		1.40	%
		Past Due 91 + days		33		212,464.10		0.23	%
		Total		793		6,904,699.42		7.45	%

A-13

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Apr-08	Past Due 31-60 days		522		8,999,222.85		0.81	%
		Past Due 61-90 days		97		1,943,409.34		0.17	%
		Past Due 91 + days		2		73,295.89		0.01	%
		Total		621		11,015,928.08		0.99	%
	May-08	Past Due 31-60 days		684		12,168,060.00		1.13	%
		Past Due 61-90 days		147		2,771,656.93		0.26	%
		Past Due 91 + days		38		732,543.84		0.07	%
		Total		869		15,672,260.77		1.45	%
	Jun-08	Past Due 31-60 days		770		13,475,007.47		1.29	%
		Past Due 61-90 days		196		3,990,061.45		0.38	%
		Past Due 91 + days		62		1,048,437.72		0.10	%
		Total		1,028		18,513,506.64		1.77	%
	Jul-08	Past Due 31-60 days		851		15,153,383.20		1.49	%
		Past Due 61-90 days		199		4,075,125.15		0.40	%
		Past Due 91 + days		74		1,474,315.74		0.15	%
		Total		1,124		20,702,824.09		2.04	%
	Aug-08	Past Due 31-60 days		947		16,729,273.96		1.70	%
		Past Due 61-90 days		270		5,372,742.09		0.55	%
		Past Due 91 + days		64		1,149,521.55		0.12	%
		Total		1,281		23,251,537.60		2.36	%
	Sep-08	Past Due 31-60 days		1,003		18,166,546.95		1.90	%
		Past Due 61-90 days		239		4,596,371.25		0.48	%
		Past Due 91 + days		86		1,661,371.51		0.17	%
		Total		1,328		24,424,289.71		2.56	%
	Oct-08	Past Due 31-60 days		1,037		18,957,030.06		2.05	%
		Past Due 61-90 days		263		5,108,811.84		0.55	%
		Past Due 91 + days		64		1,233,762.54		0.13	%
		Total		1,364		25,299,604.44		2.73	%
	Nov-08	Past Due 31-60 days		1,193		21,679,345.48		2.41	%
		Past Due 61-90 days		327		6,575,199.76		0.73	%
		Past Due 91 + days		98		1,883,539.73		0.21	%
		Total		1,618		30,138,084.97		3.35	%
	Dec-08	Past Due 31-60 days		1,297		23,565,982.24		2.70	%
		Past Due 61-90 days		356		6,841,337.06		0.78	%
		Past Due 91 + days		142		3,029,356.54		0.35	%
		Total		1,795		33,436,675.84		3.83	%
	Jan-09	Past Due 31-60 days		1,196		22,089,391.33		2.61	%
		Past Due 61-90 days		400		7,881,309.11		0.93	%
		Past Due 91 + days		161		3,241,218.15		0.38	%
		Total		1,757		33,211,918.59		3.93	%

A-14

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Feb-09	Past Due 31-60 days		972		17,629,311.76		2.15	%
		Past Due 61-90 days		325		6,481,168.21		0.79	%
		Past Due 91 + days		135		2,631,116.14		0.32	%
		Total		1,432		26,741,596.11		3.26	%
	Mar-09	Past Due 31-60 days		959		17,292,443.06		2.19	%
		Past Due 61-90 days		281		5,378,402.86		0.68	%
		Past Due 91 + days		95		1,886,405.43		0.24	%
		Total		1,335		24,557,251.35		3.10	%
	Apr-09	Past Due 31-60 days		991		18,305,902.21		2.39	%
		Past Due 61-90 days		381		6,951,171.92		0.91	%
		Past Due 91 + days		94		1,700,329.71		0.22	%
		Total		1,466		26,957,403.84		3.52	%
	May-09	Past Due 31-60 days		1,111		19,950,928.42		2.69	%
		Past Due 61-90 days		359		6,581,056.41		0.89	%
		Past Due 91 + days		139		2,684,850.93		0.36	%
		Total		1,609		29,216,835.76		3.94	%
	Jun-09	Past Due 31-60 days		1,173		20,874,591.22		2.92	%
		Past Due 61-90 days		374		6,724,832.68		0.94	%
		Past Due 91 + days		125		2,275,041.25		0.32	%
		Total		1,672		29,874,465.15		4.18	%
	Jul-09	Past Due 31-60 days		1,095		19,321,561.09		2.81	%
		Past Due 61-90 days		364		6,787,501.59		0.99	%
		Past Due 91 + days		110		1,832,219.11		0.27	%
		Total		1,569		27,941,281.79		4.06	%
	Aug-09	Past Due 31-60 days		1,086		18,763,382.45		2.82	%
		Past Due 61-90 days		377		7,032,023.64		1.06	%
		Past Due 91 + days		119		2,094,462.46		0.32	%
		Total		1,582		27,889,868.55		4.20	%
	Sep-09	Past Due 31-60 days		1,144		19,327,986.04		3.02	%
		Past Due 61-90 days		346		6,058,873.72		0.95	%
		Past Due 91 + days		110		1,750,962.68		0.27	%
		Total		1,600		27,137,822.44		4.24	%
	Oct-09	Past Due 31-60 days		1,141		19,331,756.45		3.13	%
		Past Due 61-90 days		316		5,577,100.05		0.90	%
		Past Due 91 + days		102		1,694,484.35		0.27	%
		Total		1,559		26,603,340.85		4.31	%
	Nov-09	Past Due 31-60 days		1,177		19,822,823.94		3.33	%
		Past Due 61-90 days		359		6,286,447.55		1.06	%
		Past Due 91 + days		86		1,444,085.24		0.24	%
		Total		1,622		27,553,356.73		4.63	%

A-15

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Dec-09	Past Due 31-60 days		1,142		19,212,988.92		3.35	%
		Past Due 61-90 days		352		5,949,506.75		1.04	%
		Past Due 91 + days		80		1,303,016.34		0.23	%
		Total		1,574		26,465,512.01		4.62	%
	Jan-10	Past Due 31-60 days		1,132		19,522,423.12		3.54	%
		Past Due 61-90 days		362		6,046,077.94		1.09	%
		Past Due 91 + days		85		1,340,975.00		0.24	%
		Total		1,579		26,909,476.06		4.87	%
	Feb-10	Past Due 31-60 days		909		15,431,050.27		2.91	%
		Past Due 61-90 days		245		4,263,649.28		0.80	%
		Past Due 91 + days		76		1,077,784.87		0.20	%
		Total		1,230		20,772,484.42		3.92	%
	Mar-10	Past Due 31-60 days		811		13,652,000.66		2.70	%
		Past Due 61-90 days		190		3,088,894.26		0.61	%
		Past Due 91 + days		58		761,637.33		0.15	%
		Total		1,059		17,502,532.25		3.47	%
	Apr-10	Past Due 31-60 days		827		13,570,779.67		2.82	%
		Past Due 61-90 days		215		3,429,493.67		0.71	%
		Past Due 91 + days		41		477,395.79		0.10	%
		Total		1,083		17,477,669.13		3.63	%
	May-10	Past Due 31-60 days		921		15,124,650.92		3.27	%
		Past Due 61-90 days		209		3,253,503.30		0.70	%
		Past Due 91 + days		62		783,070.99		0.17	%
		Total		1,192		19,161,225.21		4.14	%
	Jun-10	Past Due 31-60 days		926		15,053,407.02		3.41	%
		Past Due 61-90 days		261		4,182,830.60		0.95	%
		Past Due 91 + days		39		453,304.80		0.10	%
		Total		1,226		19,689,542.42		4.47	%
	Jul-10	Past Due 31-60 days		919		14,382,810.97		3.41	%
		Past Due 61-90 days		229		3,710,626.53		0.88	%
		Past Due 91 + days		78		1,087,769.46		0.26	%
		Total		1,226		19,181,206.96		4.55	%
	Aug-10	Past Due 31-60 days		879		13,578,533.53		3.38	%
		Past Due 61-90 days		251		3,935,311.73		0.98	%
		Past Due 91 + days		61		800,532.03		0.20	%
		Total		1,191		18,314,377.29		4.56	%
	Sep-10	Past Due 31-60 days		919		14,152,300.76		3.70	%
		Past Due 61-90 days		234		3,588,608.44		0.94	%
		Past Due 91 + days		59		775,679.26		0.20	%
		Total		1,212		18,516,588.46		4.84	%

A-16

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Oct-10	Past Due 31-60 days		955		14,432,852.71		3.96	%
		Past Due 61-90 days		247		3,874,772.18		1.06	%
		Past Due 91 + days		66		797,962.88		0.22	%
		Total		1,268		19,105,587.77		5.24	%
	Nov-10	Past Due 31-60 days		1,009		14,704,071.69		4.24	%
		Past Due 61-90 days		253		3,753,407.31		1.08	%
		Past Due 91 + days		67		872,883.41		0.25	%
		Total		1,329		19,330,362.41		5.57	%
	Dec-10	Past Due 31-60 days		1,040		14,672,814.80		4.44	%
		Past Due 61-90 days		269		3,785,138.41		1.15	%
		Past Due 91 + days		76		973,389.67		0.29	%
		Total		1,385		19,431,342.88		5.88	%
	Jan-11	Past Due 31-60 days		911		12,693,258.89		4.05	%
		Past Due 61-90 days		283		3,924,234.35		1.25	%
		Past Due 91 + days		66		864,248.57		0.28	%
		Total		1,260		17,481,741.81		5.58	%
	Feb-11	Past Due 31-60 days		716		10,123,439.59		3.41	%
		Past Due 61-90 days		198		2,585,285.01		0.87	%
		Past Due 91 + days		64		675,456.63		0.23	%
		Total		978		13,384,181.23		4.51	%
	Mar-11	Past Due 31-60 days		736		10,096,294.06		3.61	%
		Past Due 61-90 days		157		2,005,798.16		0.72	%
		Past Due 91 + days		51		465,873.73		0.17	%
		Total		944		12,567,965.95		4.49	%
	Apr-11	Past Due 31-60 days		781		10,129,586.43		3.81	%
		Past Due 61-90 days		182		2,412,366.19		0.91	%
		Past Due 91 + days		49		405,878.36		0.15	%
		Total		1,012		12,947,830.98		4.88	%
	May-11	Past Due 31-60 days		801		10,373,605.23		4.13	%
		Past Due 61-90 days		207		2,627,039.97		1.05	%
		Past Due 91 + days		50		371,796.78		0.15	%
		Total		1,058		13,372,441.98		5.33	%
	Jun-11	Past Due 31-60 days		777		9,781,060.56		4.13	%
		Past Due 61-90 days		225		2,849,332.68		1.20	%
		Past Due 91 + days		51		512,126.33		0.22	%
		Total		1,053		13,142,519.57		5.55	%
	Jul-11	Past Due 31-60 days		851		10,497,088.41		4.68	%
		Past Due 61-90 days		210		2,582,550.80		1.15	%
		Past Due 91 + days		66		678,131.99		0.30	%
		Total		1,127		13,757,771.20		6.14	%

A-17

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Aug-11	Past Due 31-60 days		807		9,807,648.31		4.67	%
		Past Due 61-90 days		190		2,305,216.33		1.10	%
		Past Due 91 + days		55		544,138.81		0.26	%
		Total		1,052		12,657,003.45		6.02	%
	Sep-11	Past Due 31-60 days		798		9,468,588.18		4.79	%
		Past Due 61-90 days		169		1,897,951.83		0.96	%
		Past Due 91 + days		43		357,849.59		0.18	%
		Total		1,010		11,724,389.60		5.93	%
	Oct-11	Past Due 31-60 days		835		9,647,546.29		5.20	%
		Past Due 61-90 days		150		1,695,531.27		0.91	%
		Past Due 91 + days		51		411,707.80		0.22	%
		Total		1,036		11,754,785.36		6.33	%
	Nov-11	Past Due 31-60 days		836		9,565,336.07		5.48	%
		Past Due 61-90 days		183		2,019,643.35		1.16	%
		Past Due 91 + days		38		330,120.82		0.19	%
		Total		1,057		11,915,100.24		6.82	%
	Dec-11	Past Due 31-60 days		913		9,969,166.33		6.08	%
		Past Due 61-90 days		179		1,963,732.29		1.20	%
		Past Due 91 + days		55		486,437.67		0.30	%
		Total		1,147		12,419,336.29		7.57	%
	Jan-12	Past Due 31-60 days		709		7,665,470.49		5.02	%
		Past Due 61-90 days		186		1,866,572.19		1.22	%
		Past Due 91 + days		42		375,545.25		0.25	%
		Total		937		9,907,587.93		6.49	%
	Feb-12	Past Due 31-60 days		599		6,163,992.35		4.32	%
		Past Due 61-90 days		129		1,256,395.98		0.88	%
		Past Due 91 + days		29		189,547.17		0.13	%
		Total		757		7,609,935.50		5.34	%
	Mar-12	Past Due 31-60 days		572		5,580,566.71		4.22	%
		Past Due 61-90 days		109		1,032,275.68		0.78	%
		Past Due 91 + days		24		171,933.02		0.13	%
		Total		705		6,784,775.41		5.13	%
	Apr-12	Past Due 31-60 days		580		5,506,511.49		4.48	%
		Past Due 61-90 days		115		1,044,515.23		0.85	%
		Past Due 91 + days		23		159,386.23		0.13	%
		Total		718		6,710,412.95		5.46	%

A-18

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Aug-08	Past Due 31-60 days		466		7,837,900.14		0.98	%
		Past Due 61-90 days		49		879,368.67		0.11	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		515		8,717,268.81		1.09	%
	Sep-08	Past Due 31-60 days		539		8,781,124.30		1.13	%
		Past Due 61-90 days		111		2,213,574.62		0.28	%
		Past Due 91 + days		13		274,707.97		0.04	%
		Total		663		11,269,406.89		1.45	%
	Oct-08	Past Due 31-60 days		591		10,358,677.81		1.37	%
		Past Due 61-90 days		142		2,507,568.36		0.33	%
		Past Due 91 + days		36		745,403.68		0.10	%
		Total		769		13,611,649.85		1.80	%
	Nov-08	Past Due 31-60 days		771		13,649,167.83		1.85	%
		Past Due 61-90 days		201		3,946,817.04		0.54	%
		Past Due 91 + days		59		1,070,756.91		0.15	%
		Total		1,031		18,666,741.78		2.53	%
	Dec-08	Past Due 31-60 days		790		13,632,154.70		1.90	%
		Past Due 61-90 days		209		3,811,192.08		0.53	%
		Past Due 91 + days		69		1,461,762.44		0.20	%
		Total		1,068		18,905,109.22		2.64	%
	Jan-09	Past Due 31-60 days		723		12,320,510.44		1.77	%
		Past Due 61-90 days		244		4,386,444.13		0.63	%
		Past Due 91 + days		81		1,433,308.15		0.21	%
		Total		1,048		18,140,262.72		2.61	%
	Feb-09	Past Due 31-60 days		572		9,828,307.23		1.46	%
		Past Due 61-90 days		166		3,134,081.62		0.46	%
		Past Due 91 + days		64		1,137,321.26		0.17	%
		Total		802		14,099,710.11		2.09	%
	Mar-09	Past Due 31-60 days		609		10,029,021.93		1.54	%
		Past Due 61-90 days		133		2,544,667.73		0.39	%
		Past Due 91 + days		63		1,184,655.39		0.18	%
		Total		805		13,758,345.05		2.11	%
	Apr-09	Past Due 31-60 days		658		10,854,163.84		1.72	%
		Past Due 61-90 days		187		3,575,923.86		0.57	%
		Past Due 91 + days		47		860,538.38		0.14	%
		Total		892		15,290,626.08		2.43	%
	May-09	Past Due 31-60 days		740		11,925,294.42		1.95	%
		Past Due 61-90 days		202		3,763,044.43		0.61	%
		Past Due 91 + days		80		1,605,093.29		0.26	%
		Total		1,022		17,293,432.14		2.83	%

A-19

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jun-09	Past Due 31-60 days		761		12,513,025.61		2.12	%
		Past Due 61-90 days		212		3,486,413.89		0.59	%
		Past Due 91 + days		73		1,251,249.85		0.21	%
		Total		1,046		17,250,689.35		2.92	%
	Jul-09	Past Due 31-60 days		728		11,984,385.72		2.10	%
		Past Due 61-90 days		205		3,658,957.59		0.64	%
		Past Due 91 + days		65		1,016,611.55		0.18	%
		Total		998		16,659,954.86		2.92	%
	Aug-09	Past Due 31-60 days		727		11,918,937.29		2.16	%
		Past Due 61-90 days		282		4,864,457.17		0.88	%
		Past Due 91 + days		70		1,153,979.62		0.21	%
		Total		1,079		17,937,374.08		3.25	%
	Sep-09	Past Due 31-60 days		784		12,714,356.41		2.38	%
		Past Due 61-90 days		241		4,081,779.53		0.76	%
		Past Due 91 + days		84		1,442,374.48		0.27	%
		Total		1,109		18,238,510.42		3.42	%
	Oct-09	Past Due 31-60 days		867		13,803,250.51		2.68	%
		Past Due 61-90 days		228		3,847,441.01		0.75	%
		Past Due 91 + days		61		970,715.25		0.19	%
		Total		1,156		18,621,406.77		3.62	%
	Nov-09	Past Due 31-60 days		847		13,875,146.27		2.79	%
		Past Due 61-90 days		276		4,497,588.88		0.90	%
		Past Due 91 + days		60		912,645.87		0.18	%
		Total		1,183		19,285,381.02		3.88	%
	Dec-09	Past Due 31-60 days		903		14,629,285.99		3.05	%
		Past Due 61-90 days		246		4,169,090.31		0.87	%
		Past Due 91 + days		77		1,103,438.68		0.23	%
		Total		1,226		19,901,814.98		4.15	%
	Jan-10	Past Due 31-60 days		884		13,714,074.68		2.97	%
		Past Due 61-90 days		268		4,564,748.82		0.99	%
		Past Due 91 + days		78		1,302,327.33		0.28	%
		Total		1,230		19,581,150.83		4.24	%
	Feb-10	Past Due 31-60 days		678		10,461,672.83		2.36	%
		Past Due 61-90 days		178		2,992,968.20		0.67	%
		Past Due 91 + days		65		1,058,417.93		0.24	%
		Total		921		14,513,058.96		3.27	%
	Mar-10	Past Due 31-60 days		603		9,251,337.91		2.20	%
		Past Due 61-90 days		148		2,387,673.15		0.57	%
		Past Due 91 + days		52		866,328.49		0.21	%
		Total		803		12,505,339.55		2.97	%

A-20

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Apr-10	Past Due 31-60 days		638		9,932,646.68		2.48	%
		Past Due 61-90 days		143		2,319,990.20		0.58	%
		Past Due 91 + days		45		639,664.30		0.16	%
		Total		826		12,892,301.18		3.21	%
	May-10	Past Due 31-60 days		715		10,607,460.40		2.76	%
		Past Due 61-90 days		164		2,753,811.18		0.72	%
		Past Due 91 + days		46		589,416.10		0.15	%
		Total		925		13,950,687.68		3.63	%
	Jun-10	Past Due 31-60 days		694		10,291,095.12		2.80	%
		Past Due 61-90 days		164		2,539,303.51		0.69	%
		Past Due 91 + days		49		689,490.95		0.19	%
		Total		907		13,519,889.58		3.68	%
	Jul-10	Past Due 31-60 days		661		9,796,506.06		2.79	%
		Past Due 61-90 days		174		2,755,468.53		0.78	%
		Past Due 91 + days		36		510,693.96		0.15	%
		Total		871		13,062,668.55		3.72	%
	Aug-10	Past Due 31-60 days		626		9,443,458.09		2.81	%
		Past Due 61-90 days		170		2,481,132.74		0.74	%
		Past Due 91 + days		51		640,536.99		0.19	%
		Total		847		12,565,127.82		3.74	%
	Sep-10	Past Due 31-60 days		648		9,411,482.73		2.93	%
		Past Due 61-90 days		165		2,577,679.99		0.80	%
		Past Due 91 + days		49		525,089.21		0.16	%
		Total		862		12,514,251.93		3.90	%
	Oct-10	Past Due 31-60 days		709		10,147,267.47		3.31	%
		Past Due 61-90 days		151		2,330,490.35		0.76	%
		Past Due 91 + days		48		652,434.46		0.21	%
		Total		908		13,130,192.28		4.28	%
	Nov-10	Past Due 31-60 days		677		9,962,329.90		3.39	%
		Past Due 61-90 days		180		2,700,008.51		0.92	%
		Past Due 91 + days		31		386,176.84		0.13	%
		Total		888		13,048,515.25		4.45	%
	Dec-10	Past Due 31-60 days		699		10,222,611.31		3.64	%
		Past Due 61-90 days		189		2,735,107.13		0.97	%
		Past Due 91 + days		61		807,671.47		0.29	%
		Total		949		13,765,389.91		4.90	%
	Jan-11	Past Due 31-60 days		608		9,045,477.31		3.38	%
		Past Due 61-90 days		183		2,639,046.72		0.99	%
		Past Due 91 + days		47		587,419.32		0.22	%
		Total		838		12,271,943.35		4.58	%

A-21

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Feb-11	Past Due 31-60 days		465		6,819,074.26		2.67	%
		Past Due 61-90 days		148		2,030,775.15		0.79	%
		Past Due 91 + days		41		352,960.90		0.14	%
		Total		654		9,202,810.31		3.60	%
	Mar-11	Past Due 31-60 days		481		6,957,781.85		2.87	%
		Past Due 61-90 days		107		1,499,913.63		0.62	%
		Past Due 91 + days		31		321,187.08		0.13	%
		Total		619		8,778,882.56		3.62	%
	Apr-11	Past Due 31-60 days		489		6,882,677.59		3.00	%
		Past Due 61-90 days		124		1,590,945.96		0.69	%
		Past Due 91 + days		22		234,263.45		0.10	%
		Total		635		8,707,887.00		3.79	%
	May-11	Past Due 31-60 days		508		7,129,593.53		3.27	%
		Past Due 61-90 days		132		1,745,379.21		0.80	%
		Past Due 91 + days		36		352,082.61		0.16	%
		Total		676		9,227,055.35		4.23	%
	Jun-11	Past Due 31-60 days		542		7,366,853.62		3.56	%
		Past Due 61-90 days		120		1,534,706.95		0.74	%
		Past Due 91 + days		35		417,993.53		0.20	%
		Total		697		9,319,554.10		4.51	%
	Jul-11	Past Due 31-60 days		560		7,435,917.13		3.79	%
		Past Due 61-90 days		130		1,699,430.15		0.87	%
		Past Due 91 + days		38		326,871.49		0.17	%
		Total		728		9,462,218.77		4.83	%
	Aug-11	Past Due 31-60 days		535		7,093,502.94		3.84	%
		Past Due 61-90 days		151		2,040,756.08		1.10	%
		Past Due 91 + days		34		302,477.55		0.16	%
		Total		720		9,436,736.57		5.11	%
	Sep-11	Past Due 31-60 days		538		6,857,456.40		3.93	%
		Past Due 61-90 days		102		1,355,154.25		0.78	%
		Past Due 91 + days		50		545,536.87		0.31	%
		Total		690		8,758,147.52		5.01	%
	Oct-11	Past Due 31-60 days		532		6,712,087.41		4.08	%
		Past Due 61-90 days		100		1,283,049.95		0.78	%
		Past Due 91 + days		31		283,438.48		0.17	%
		Total		663		8,278,575.84		5.03	%
	Nov-11	Past Due 31-60 days		552		6,825,327.44		4.39	%
		Past Due 61-90 days		124		1,529,409.73		0.98	%
		Past Due 91 + days		26		236,363.82		0.15	%
		Total		702		8,591,100.99		5.52	%

A-22

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2008-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Dec-11	Past Due 31-60 days		577		6,865,932.60		4.66	%
		Past Due 61-90 days		129		1,512,391.60		1.03	%
		Past Due 91 + days		30		304,566.48		0.21	%
		Total		736		8,682,890.68		5.90	%
	Jan-12	Past Due 31-60 days		482		5,544,047.20		4.01	%
		Past Due 61-90 days		140		1,705,888.06		1.23	%
		Past Due 91 + days		29		265,599.60		0.19	%
		Total		651		7,515,534.86		5.43	%
	Feb-12	Past Due 31-60 days		384		4,293,477.61		3.30	%
		Past Due 61-90 days		96		1,085,563.64		0.83	%
		Past Due 91 + days		24		217,255.78		0.17	%
		Total		504		5,596,297.03		4.30	%
	Mar-12	Past Due 31-60 days		393		4,389,371.02		3.61	%
		Past Due 61-90 days		74		770,305.37		0.63	%
		Past Due 91 + days		19		148,914.91		0.12	%
		Total		486		5,308,591.30		4.37	%
	Apr-12	Past Due 31-60 days		383		4,145,067.88		3.65	%
		Past Due 61-90 days		73		712,916.54		0.63	%
		Past Due 91 + days		18		152,647.15		0.13	%
		Total		474		5,010,631.57		4.41	%

A-23

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2009-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Apr-09	Past Due 31-60 days		143		3,212,900.30		0.39	%
		Past Due 61-90 days		0		0.00		0.00	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		143		3,212,900.30		0.39	%
	May-09	Past Due 31-60 days		219		5,199,696.72		0.64	%
		Past Due 61-90 days		41		994,577.92		0.12	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		260		6,194,274.64		0.76	%
	Jun-09	Past Due 31-60 days		241		5,453,259.43		0.69	%
		Past Due 61-90 days		69		1,676,561.56		0.21	%
		Past Due 91 + days		14		356,943.99		0.05	%
		Total		324		7,486,764.98		0.94	%
	Jul-09	Past Due 31-60 days		237		5,353,112.39		0.69	%
		Past Due 61-90 days		56		1,275,962.00		0.17	%
		Past Due 91 + days		27		659,254.64		0.09	%
		Total		320		7,288,329.03		0.94	%
	Aug-09	Past Due 31-60 days		280		6,008,976.35		0.80	%
		Past Due 61-90 days		83		2,002,134.51		0.27	%
		Past Due 91 + days		22		460,294.64		0.06	%
		Total		385		8,471,405.50		1.12	%
	Sep-09	Past Due 31-60 days		282		6,151,279.67		0.84	%
		Past Due 61-90 days		79		1,706,254.61		0.23	%
		Past Due 91 + days		33		745,768.08		0.10	%
		Total		394		8,603,302.36		1.17	%
	Oct-09	Past Due 31-60 days		287		5,922,182.66		0.83	%
		Past Due 61-90 days		90		2,017,235.74		0.28	%
		Past Due 91 + days		32		614,222.05		0.09	%
		Total		409		8,553,640.45		1.20	%
	Nov-09	Past Due 31-60 days		333		7,011,120.38		1.01	%
		Past Due 61-90 days		97		2,048,074.66		0.29	%
		Past Due 91 + days		32		684,084.73		0.10	%
		Total		462		9,743,279.77		1.40	%
	Dec-09	Past Due 31-60 days		380		8,017,811.99		1.19	%
		Past Due 61-90 days		98		2,022,980.73		0.30	%
		Past Due 91 + days		34		688,070.85		0.10	%
		Total		512		10,728,863.57		1.59	%
	Jan-10	Past Due 31-60 days		330		6,817,031.99		1.04	%
		Past Due 61-90 days		132		2,767,736.57		0.42	%
		Past Due 91 + days		29		642,616.04		0.10	%
		Total		491		10,227,384.60		1.56	%

A-24

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2009-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Feb-10	Past Due 31-60 days		288		5,828,179.57		0.92	%
		Past Due 61-90 days		75		1,620,727.48		0.25	%
		Past Due 91 + days		35		719,033.31		0.11	%
		Total		398		8,167,940.36		1.28	%
	Mar-10	Past Due 31-60 days		270		5,494,191.27		0.90	%
		Past Due 61-90 days		64		1,298,237.47		0.21	%
		Past Due 91 + days		24		508,580.60		0.08	%
		Total		358		7,301,009.34		1.19	%
	Apr-10	Past Due 31-60 days		307		5,989,182.05		1.02	%
		Past Due 61-90 days		57		1,203,980.01		0.20	%
		Past Due 91 + days		18		352,747.97		0.06	%
		Total		382		7,545,910.03		1.28	%
	May-10	Past Due 31-60 days		358		6,823,785.95		1.20	%
		Past Due 61-90 days		73		1,410,116.49		0.25	%
		Past Due 91 + days		22		475,352.20		0.08	%
		Total		453		8,709,254.64		1.53	%
	Jun-10	Past Due 31-60 days		353		6,780,877.42		1.24	%
		Past Due 61-90 days		105		1,995,863.13		0.36	%
		Past Due 91 + days		14		244,805.27		0.04	%
		Total		472		9,021,545.82		1.65	%
	Jul-10	Past Due 31-60 days		366		7,060,250.45		1.34	%
		Past Due 61-90 days		80		1,562,865.84		0.30	%
		Past Due 91 + days		33		603,973.45		0.11	%
		Total		479		9,227,089.74		1.75	%
	Aug-10	Past Due 31-60 days		354		6,504,473.36		1.28	%
		Past Due 61-90 days		93		1,762,233.62		0.35	%
		Past Due 91 + days		30		532,244.30		0.10	%
		Total		477		8,798,951.28		1.73	%
	Sep-10	Past Due 31-60 days		364		6,647,892.51		1.36	%
		Past Due 61-90 days		89		1,770,229.69		0.36	%
		Past Due 91 + days		30		472,095.73		0.10	%
		Total		483		8,890,217.93		1.82	%
	Oct-10	Past Due 31-60 days		388		6,766,282.21		1.44	%
		Past Due 61-90 days		92		1,754,224.75		0.37	%
		Past Due 91 + days		28		519,976.18		0.11	%
		Total		508		9,040,483.14		1.92	%
	Nov-10	Past Due 31-60 days		381		6,502,029.24		1.44	%
		Past Due 61-90 days		92		1,591,314.27		0.35	%
		Past Due 91 + days		22		404,996.47		0.09	%
		Total		495		8,498,339.98		1.88	%

A-25

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2009-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Dec-10	Past Due 31-60 days		414		6,932,776.12		1.60	%
		Past Due 61-90 days		99		1,744,975.88		0.40	%
		Past Due 91 + days		21		367,192.14		0.08	%
		Total		534		9,044,944.14		2.09	%
	Jan-11	Past Due 31-60 days		385		6,288,500.23		1.51	%
		Past Due 61-90 days		122		2,159,070.74		0.52	%
		Past Due 91 + days		27		397,186.00		0.10	%
		Total		534		8,844,756.97		2.13	%
	Feb-11	Past Due 31-60 days		312		5,013,186.83		1.26	%
		Past Due 61-90 days		87		1,566,120.62		0.39	%
		Past Due 91 + days		29		455,200.38		0.11	%
		Total		428		7,034,507.83		1.77	%
	Mar-11	Past Due 31-60 days		317		5,152,313.09		1.36	%
		Past Due 61-90 days		68		1,054,148.74		0.28	%
		Past Due 91 + days		21		304,202.74		0.08	%
		Total		406		6,510,664.57		1.72	%
	Apr-11	Past Due 31-60 days		314		5,047,695.60		1.40	%
		Past Due 61-90 days		87		1,495,477.02		0.41	%
		Past Due 91 + days		18		225,472.88		0.06	%
		Total		419		6,768,645.50		1.87	%
	May-11	Past Due 31-60 days		338		5,362,354.55		1.56	%
		Past Due 61-90 days		85		1,356,262.12		0.39	%
		Past Due 91 + days		24		292,592.82		0.08	%
		Total		447		7,011,209.49		2.04	%
	Jun-11	Past Due 31-60 days		337		5,062,011.50		1.55	%
		Past Due 61-90 days		87		1,309,753.14		0.40	%
		Past Due 91 + days		21		268,883.26		0.08	%
		Total		445		6,640,647.90		2.03	%
	Jul-11	Past Due 31-60 days		397		5,919,866.05		1.90	%
		Past Due 61-90 days		83		1,195,297.27		0.38	%
		Past Due 91 + days		32		343,831.48		0.11	%
		Total		512		7,458,994.80		2.39	%
	Aug-11	Past Due 31-60 days		327		4,875,307.46		1.65	%
		Past Due 61-90 days		98		1,397,320.75		0.47	%
		Past Due 91 + days		28		390,035.96		0.13	%
		Total		453		6,662,664.17		2.26	%
	Sep-11	Past Due 31-60 days		379		5,415,862.13		1.93	%
		Past Due 61-90 days		72		1,073,379.10		0.38	%
		Past Due 91 + days		33		439,207.53		0.16	%
		Total		484		6,928,448.76		2.47	%

A-26

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2009-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Oct-11	Past Due 31-60 days		345		4,886,492.00		1.84	%
		Past Due 61-90 days		76		1,071,504.96		0.40	%
		Past Due 91 + days		21		269,370.05		0.10	%
		Total		442		6,227,367.01		2.35	%
	Nov-11	Past Due 31-60 days		421		5,869,473.26		2.34	%
		Past Due 61-90 days		75		1,051,539.78		0.42	%
		Past Due 91 + days		21		239,861.49		0.10	%
		Total		517		7,160,874.53		2.85	%
	Dec-11	Past Due 31-60 days		416		5,841,856.78		2.45	%
		Past Due 61-90 days		89		1,145,358.91		0.48	%
		Past Due 91 + days		23		310,149.43		0.13	%
		Total		528		7,297,365.12		3.06	%
	Jan-12	Past Due 31-60 days		368		4,957,013.33		2.20	%
		Past Due 61-90 days		85		1,204,584.39		0.54	%
		Past Due 91 + days		17		159,086.32		0.07	%
		Total		470		6,320,684.04		2.81	%
	Feb-12	Past Due 31-60 days		289		3,732,518.79		1.75	%
		Past Due 61-90 days		69		940,628.25		0.44	%
		Past Due 91 + days		26		280,065.52		0.13	%
		Total		384		4,953,212.56		2.33	%
	Mar-12	Past Due 31-60 days		274		3,471,805.04		1.73	%
		Past Due 61-90 days		49		591,229.97		0.29	%
		Past Due 91 + days		18		200,832.56		0.10	%
		Total		341		4,263,867.57		2.12	%
	Apr-12	Past Due 31-60 days		334		3,949,763.11		2.09	%
		Past Due 61-90 days		57		579,842.14		0.31	%
		Past Due 91 + days		11		112,564.23		0.06	%
		Total		402		4,642,169.48		2.46	%

A-27

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2010-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jan-10	Past Due 31-60 days		400		3,819,089.22		0.42	%
		Past Due 61-90 days		2		16,866.84		0.00	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		402		3,835,956.06		0.42	%
	Feb-10	Past Due 31-60 days		411		3,861,560.55		0.43	%
		Past Due 61-90 days		39		536,961.29		0.06	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		450		4,398,521.84		0.49	%
	Mar-10	Past Due 31-60 days		374		3,444,637.14		0.40	%
		Past Due 61-90 days		52		642,458.16		0.07	%
		Past Due 91 + days		11		222,538.94		0.03	%
		Total		437		4,309,634.24		0.50	%
	Apr-10	Past Due 31-60 days		392		3,611,239.06		0.44	%
		Past Due 61-90 days		61		841,673.60		0.10	%
		Past Due 91 + days		9		124,247.65		0.02	%
		Total		462		4,577,160.31		0.55	%
	May-10	Past Due 31-60 days		468		4,543,705.89		0.57	%
		Past Due 61-90 days		59		585,503.47		0.07	%
		Past Due 91 + days		21		355,446.96		0.04	%
		Total		548		5,484,656.32		0.68	%
	Jun-10	Past Due 31-60 days		462		4,461,436.82		0.58	%
		Past Due 61-90 days		93		1,213,357.25		0.16	%
		Past Due 91 + days		16		166,120.75		0.02	%
		Total		571		5,840,914.82		0.75	%
	Jul-10	Past Due 31-60 days		444		4,184,301.49		0.56	%
		Past Due 61-90 days		81		808,114.22		0.11	%
		Past Due 91 + days		33		438,143.67		0.06	%
		Total		558		5,430,559.38		0.73	%
	Aug-10	Past Due 31-60 days		429		4,113,992.71		0.57	%
		Past Due 61-90 days		94		1,128,578.61		0.16	%
		Past Due 91 + days		18		202,602.02		0.03	%
		Total		541		5,445,173.34		0.75	%
	Sep-10	Past Due 31-60 days		441		3,897,976.36		0.56	%
		Past Due 61-90 days		88		984,353.84		0.14	%
		Past Due 91 + days		18		223,530.83		0.03	%
		Total		547		5,105,861.03		0.73	%
	Oct-10	Past Due 31-60 days		506		4,555,240.72		0.68	%
		Past Due 61-90 days		86		919,009.95		0.14	%
		Past Due 91 + days		15		154,540.60		0.02	%
		Total		607		5,628,791.27		0.84	%

A-28

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2010-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Nov-10	Past Due 31-60 days		531		4,575,341.34		0.70	%
		Past Due 61-90 days		96		1,059,469.63		0.16	%
		Past Due 91 + days		18		234,412.42		0.04	%
		Total		645		5,869,223.39		0.90	%
	Dec-10	Past Due 31-60 days		552		4,907,907.18		0.78	%
		Past Due 61-90 days		107		954,238.97		0.15	%
		Past Due 91 + days		21		199,106.28		0.03	%
		Total		680		6,061,252.43		0.97	%
	Jan-11	Past Due 31-60 days		488		4,127,791.81		0.68	%
		Past Due 61-90 days		120		1,268,159.31		0.21	%
		Past Due 91 + days		25		218,022.46		0.04	%
		Total		633		5,613,973.58		0.93	%
	Feb-11	Past Due 31-60 days		436		4,149,292.06		0.71	%
		Past Due 61-90 days		80		829,091.62		0.14	%
		Past Due 91 + days		25		231,468.06		0.04	%
		Total		541		5,209,851.74		0.90	%
	Mar-11	Past Due 31-60 days		390		3,740,403.07		0.67	%
		Past Due 61-90 days		74		977,543.52		0.18	%
		Past Due 91 + days		13		133,409.96		0.02	%
		Total		477		4,851,356.55		0.87	%
	Apr-11	Past Due 31-60 days		363		3,549,986.45		0.67	%
		Past Due 61-90 days		84		901,547.69		0.17	%
		Past Due 91 + days		11		78,556.84		0.01	%
		Total		458		4,530,090.98		0.85	%
	May-11	Past Due 31-60 days		370		3,651,134.55		0.71	%
		Past Due 61-90 days		82		959,832.54		0.19	%
		Past Due 91 + days		18		165,727.65		0.03	%
		Total		470		4,776,694.74		0.93	%
	Jun-11	Past Due 31-60 days		338		3,293,207.66		0.67	%
		Past Due 61-90 days		86		989,922.28		0.20	%
		Past Due 91 + days		17		245,089.96		0.05	%
		Total		441		4,528,219.90		0.92	%
	Jul-11	Past Due 31-60 days		386		3,752,481.61		0.80	%
		Past Due 61-90 days		89		1,081,941.84		0.23	%
		Past Due 91 + days		18		196,497.52		0.04	%
		Total		493		5,030,920.97		1.07	%
	Aug-11	Past Due 31-60 days		337		3,331,941.94		0.74	%
		Past Due 61-90 days		79		844,722.37		0.19	%
		Past Due 91 + days		16		203,865.34		0.05	%
		Total		432		4,380,529.65		0.98	%

A-29

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2010-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Sep-11	Past Due 31-60 days		319		3,229,412.03		0.75	%
		Past Due 61-90 days		70		818,920.13		0.19	%
		Past Due 91 + days		14		166,046.18		0.04	%
		Total		403		4,214,378.34		0.98	%
	Oct-11	Past Due 31-60 days		319		3,351,390.70		0.82	%
		Past Due 61-90 days		66		812,433.27		0.20	%
		Past Due 91 + days		16		181,997.03		0.04	%
		Total		401		4,345,821.00		1.06	%
	Nov-11	Past Due 31-60 days		301		3,496,300.41		0.89	%
		Past Due 61-90 days		76		980,909.44		0.25	%
		Past Due 91 + days		14		148,319.21		0.04	%
		Total		391		4,625,529.06		1.18	%
	Dec-11	Past Due 31-60 days		266		3,046,343.12		0.82	%
		Past Due 61-90 days		81		1,073,440.80		0.29	%
		Past Due 91 + days		17		190,187.34		0.05	%
		Total		364		4,309,971.26		1.15	%
	Jan-12	Past Due 31-60 days		223		2,751,950.24		0.78	%
		Past Due 61-90 days		57		775,700.74		0.22	%
		Past Due 91 + days		25		208,571.73		0.06	%
		Total		305		3,736,222.71		1.05	%
	Feb-12	Past Due 31-60 days		194		2,383,243.83		0.71	%
		Past Due 61-90 days		38		452,720.19		0.13	%
		Past Due 91 + days		14		141,282.29		0.04	%
		Total		246		2,977,246.31		0.88	%
	Mar-12	Past Due 31-60 days		175		2,266,489.24		0.71	%
		Past Due 61-90 days		32		462,794.31		0.14	%
		Past Due 91 + days		10		83,390.62		0.03	%
		Total		217		2,812,674.17		0.88	%
	Apr-12	Past Due 31-60 days		176		2,297,760.78		0.76	%
		Past Due 61-90 days		36		451,728.38		0.15	%
		Past Due 91 + days		12		121,611.69		0.04	%
		Total		224		2,871,100.85		0.94	%

A-30

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2011-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Mar-11	Past Due 31-60 days		327		4,004,384.08		0.51	%
		Past Due 61-90 days		35		578,812.16		0.07	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		362		4,583,196.24		0.59	%
	Apr-11	Past Due 31-60 days		448		5,077,803.13		0.67	%
		Past Due 61-90 days		52		688,359.83		0.09	%
		Past Due 91 + days		6		86,136.09		0.01	%
		Total		506		5,852,299.05		0.77	%
	May-11	Past Due 31-60 days		475		5,671,192.02		0.77	%
		Past Due 61-90 days		91		1,270,117.94		0.17	%
		Past Due 91 + days		12		167,515.34		0.02	%
		Total		578		7,108,825.30		0.97	%
	Jun-11	Past Due 31-60 days		517		6,186,398.12		0.87	%
		Past Due 61-90 days		88		1,430,453.36		0.20	%
		Past Due 91 + days		19		288,616.00		0.04	%
		Total		624		7,905,467.48		1.11	%
	Jul-11	Past Due 31-60 days		615		7,039,230.83		1.02	%
		Past Due 61-90 days		105		1,408,573.80		0.20	%
		Past Due 91 + days		25		466,460.89		0.07	%
		Total		745		8,914,265.52		1.29	%
	Aug-11	Past Due 31-60 days		537		6,232,628.72		0.94	%
		Past Due 61-90 days		119		1,720,868.61		0.26	%
		Past Due 91 + days		33		426,265.30		0.06	%
		Total		689		8,379,762.63		1.26	%
	Sep-11	Past Due 31-60 days		565		6,682,458.67		1.04	%
		Past Due 61-90 days		87		1,011,501.92		0.16	%
		Past Due 91 + days		22		367,164.15		0.06	%
		Total		674		8,061,124.74		1.25	%
	Oct-11	Past Due 31-60 days		547		7,012,633.60		1.13	%
		Past Due 61-90 days		107		1,445,355.69		0.23	%
		Past Due 91 + days		11		162,319.11		0.03	%
		Total		665		8,620,308.40		1.39	%
	Nov-11	Past Due 31-60 days		609		7,700,211.07		1.28	%
		Past Due 61-90 days		121		1,629,718.95		0.27	%
		Past Due 91 + days		27		439,616.96		0.07	%
		Total		757		9,769,546.98		1.63	%
	Dec-11	Past Due 31-60 days		615		7,523,879.89		1.30	%
		Past Due 61-90 days		137		1,909,571.08		0.33	%
		Past Due 91 + days		26		416,690.12		0.07	%
		Total		778		9,850,141.09		1.70	%

A-31

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2011-A
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Jan-12	Past Due 31-60 days		575		7,071,751.30		1.27	%
		Past Due 61-90 days		126		1,744,969.17		0.31	%
		Past Due 91 + days		36		470,513.10		0.08	%
		Total		737		9,287,233.57		1.67	%
	Feb-12	Past Due 31-60 days		416		5,379,261.93		1.00	%
		Past Due 61-90 days		77		1,088,909.51		0.20	%
		Past Due 91 + days		33		517,931.40		0.10	%
		Total		526		6,986,102.84		1.30	%
	Mar-12	Past Due 31-60 days		454		5,820,890.36		1.13	%
		Past Due 61-90 days		84		1,107,645.73		0.22	%
		Past Due 91 + days		22		267,251.70		0.05	%
		Total		560		7,195,787.79		1.40	%
	Apr-12	Past Due 31-60 days		476		6,078,218.75		1.23	%
		Past Due 61-90 days		90		1,142,788.79		0.23	%
		Past Due 91 + days		21		281,988.58		0.06	%
		Total		587		7,502,996.12		1.52	%

A-32

Delinquencies

Collection Period		# Days Delinquent	World Omni Auto Auto Receivables Trust 2011-B
			# Delinquent		$ Delinquent		$ Delinquent as % of Pool Balance
	Nov-11	Past Due 31-60 days		517		5,495,758.64		0.79	%
		Past Due 61-90 days		48		493,889.02		0.07	%
		Past Due 91 + days		0		0.00		0.00	%
		Total		565		5,989,647.66		0.86	%
	Dec-11	Past Due 31-60 days		586		6,073,594.20		0.90	%
		Past Due 61-90 days		94		1,282,184.59		0.19	%
		Past Due 91 + days		12		127,410.23		0.02	%
		Total		692		7,483,189.02		1.10	%
	Jan-12	Past Due 31-60 days		578		6,393,576.14		0.97	%
		Past Due 61-90 days		97		1,161,385.26		0.18	%
		Past Due 91 + days		23		420,742.00		0.06	%
		Total		698		7,975,703.40		1.21	%
	Feb-12	Past Due 31-60 days		412		4,555,100.35		0.71	%
		Past Due 61-90 days		73		832,608.91		0.13	%
		Past Due 91 + days		20		283,448.89		0.04	%
		Total		505		5,671,158.15		0.89	%
	Mar-12	Past Due 31-60 days		430		4,946,433.99		0.80	%
		Past Due 61-90 days		65		728,913.46		0.12	%
		Past Due 91 + days		8		130,283.93		0.02	%
		Total		503		5,805,631.38		0.94	%
	Apr-12	Past Due 31-60 days		477		5,431,375.05		0.91	%
		Past Due 61-90 days		77		1,083,176.04		0.18	%
		Past Due 91 + days		16		176,851.00		0.03	%
		Total		570		6,691,402.09		1.12	%

A-33

Cumulative Net Losses

Collection Period	World  Omni Auto Receivables Trust 2007-A			World  Omni Auto Receivables Trust 2007-B			World  Omni Auto Receivables Trust 2008-A			World  Omni Auto Receivables Trust 2008-B			World  Omni Auto Receivables Trust 2009-A			World  Omni Auto Receivables Trust 2010-A			World  Omni Auto Receivables Trust 2011-A			World  Omni Auto Receivables Trust 2011-B
Mar-06
Apr-06
May-06
Jun-06
Jul-06
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Jan-07
Feb-07		0.00	%
Mar-07		0.00	%
Apr-07		0.01	%
May-07		0.03	%
Jun-07		0.07	%
Jul-07		0.12	%
Aug-07		0.19	%
Sep-07		0.24	%		0.00	%
Oct-07		0.29	%		0.00	%
Nov-07		0.37	%		0.00	%
Dec-07		0.44	%		0.06	%
Jan-08		0.51	%		0.20	%
Feb-08		0.60	%		0.34	%
Mar-08		0.65	%		0.49	%
Apr-08		0.71	%		0.58	%		0.00	%
May-08		0.77	%		0.68	%		0.03	%
Jun-08		0.83	%		0.80	%		0.12	%
Jul-08		0.89	%		0.92	%		0.23	%
Aug-08		0.98	%		1.07	%		0.36	%		0.00	%
Sep-08		1.05	%		1.23	%		0.51	%		0.01	%
Oct-08		1.13	%		1.39	%		0.69	%		0.06	%
Nov-08		1.20	%		1.53	%		0.85	%		0.19	%
Dec-08		1.26	%		1.71	%		0.98	%		0.32	%
Jan-09		1.35	%		1.87	%		1.23	%		0.55	%
Feb-09		1.44	%		1.97	%		1.38	%		0.71	%
Mar-09		1.50	%		2.07	%		1.50	%		0.78	%
Apr-09		1.55	%		2.19	%		1.65	%		0.92	%		0.00	%
May-09		1.61	%		2.27	%		1.76	%		0.99	%		0.00	%
Jun-09		1.65	%		2.39	%		1.91	%		1.14	%		0.01	%
Jul-09		1.67	%		2.49	%		2.06	%		1.28	%		0.06	%
Aug-09		1.72	%		2.57	%		2.18	%		1.38	%		0.11	%
Sep-09		1.76	%		2.68	%		2.30	%		1.47	%		0.17	%
Oct-09		1.82	%		2.78	%		2.44	%		1.63	%		0.24	%
Nov-09		1.88	%		2.87	%		2.57	%		1.74	%		0.30	%
Dec-09		1.92	%		2.98	%		2.68	%		1.83	%		0.37	%
Jan-10		1.97	%		3.03	%		2.81	%		1.94	%		0.45	%		0.00	%
Feb-10		1.99	%		3.09	%		2.92	%		2.08	%		0.51	%		0.00	%
Mar-10		2.00	%		3.15	%		2.97	%		2.18	%		0.59	%		0.01	%
Apr-10		2.02	%		3.17	%		3.06	%		2.26	%		0.61	%		0.05	%
May-10		2.04	%		3.20	%		3.10	%		2.33	%		0.65	%		0.08	%
Jun-10		2.06	%		3.25	%		3.16	%		2.39	%		0.71	%		0.13	%
Jul-10		2.09	%		3.30	%		3.21	%		2.47	%		0.75	%		0.14	%
Aug-10		2.12	%		3.34	%		3.29	%		2.52	%		0.79	%		0.18	%
Sep-10		2.14	%		3.38	%		3.36	%		2.59	%		0.84	%		0.20	%
Oct-10		2.16	%		3.42	%		3.43	%		2.67	%		0.89	%		0.23	%
Nov-10		2.16	%		3.46	%		3.48	%		2.73	%		0.92	%		0.25	%
Dec-10		2.18	%		3.50	%		3.56	%		2.78	%		0.96	%		0.27	%
Jan-11		2.20	%		3.53	%		3.63	%		2.86	%		1.00	%		0.30	%
Feb-11		2.20	%		3.55	%		3.68	%		2.92	%		1.03	%		0.31	%
Mar-11		2.21	%		3.56	%		3.72	%		2.94	%		1.08	%		0.32	%		0.02	%
Apr-11					3.57	%		3.74	%		2.97	%		1.10	%		0.35	%		0.04	%
May-11					3.58	%		3.76	%		2.98	%		1.09	%		0.36	%		0.06	%
Jun-11					3.59	%		3.77	%		3.00	%		1.11	%		0.36	%		0.09	%
Jul-11					3.61	%		3.80	%		3.03	%		1.13	%		0.37	%		0.13	%
Aug-11					3.62	%		3.83	%		3.05	%		1.14	%		0.37	%		0.18	%
Sep-11					3.63	%		3.87	%		3.08	%		1.15	%		0.38	%		0.24	%
Oct-11					3.65	%		3.88	%		3.12	%		1.18	%		0.39	%		0.29	%
Nov-11					3.65	%		3.90	%		3.15	%		1.18	%		0.41	%		0.31	%		0.00	%
Dec-11								3.92	%		3.15	%		1.19	%		0.42	%		0.36	%		0.01	%
Jan-12								3.93	%		3.16	%		1.21	%		0.44	%		0.39	%		0.04	%
Feb-12								3.94	%		3.18	%		1.23	%		0.46	%		0.42	%		0.08	%
Mar-12								3.95	%		3.19	%		1.24	%		0.46	%		0.46	%		0.13	%
Apr-12								3.95	%		3.19	%		1.25	%		0.46	%		0.48	%		0.16	%

Note: Cumulative Net Losses equal to Defaulted Receivables net of Recoveries as a percentage of Original Pool Balance

A-34

ABS Speed

Collection Period	World Omni Auto Receivables Trust 2007-A			World Omni Auto Receivables Trust 2007-B			World Omni Auto Receivables Trust 2008-A			World Omni Auto Receivables Trust 2008-B			World Omni Auto Receivables Trust 2009-A			World Omni Auto Receivables Trust 2010-A			World Omni Auto Receivables Trust 2011-A			World Omni Auto Receivables Trust 2011-B
1		2.7553	%		2.0295	%		3.3716	%		1.6613	%		0.3655	%		0.5495	%		3.0632	%		1.9220	%
2		1.2720	%		1.5172	%		1.5725	%		1.2721	%		0.7262	%		1.2836	%		1.2899	%		1.1710	%
3		1.5757	%		1.1260	%		1.6696	%		1.3084	%		1.0179	%		1.7463	%		1.3583	%		1.3403	%
4		1.5784	%		1.1283	%		1.5854	%		1.1359	%		1.0036	%		1.5670	%		1.3600	%		1.3063	%
5		1.4936	%		1.3937	%		1.3724	%		1.2811	%		0.8880	%		1.2821	%		1.3281	%		1.4891	%
6		1.4773	%		1.4192	%		1.3855	%		1.3921	%		0.9537	%		1.4635	%		1.4837	%		1.4952	%
7		1.5024	%		1.6557	%		1.4886	%		1.3624	%		1.0538	%		1.3716	%		1.3880	%
8		1.3048	%		1.6357	%		1.1524	%		1.5360	%		0.9888	%		1.4460	%		1.4092	%
9		1.5768	%		1.4239	%		1.2761	%		1.4570	%		1.1093	%		1.3414	%		1.4065	%
10		1.4095	%		1.4550	%		1.3593	%		1.2066	%		1.0379	%		1.3391	%		1.4149	%
11		1.3536	%		1.5195	%		1.3020	%		1.5774	%		1.0831	%		1.3691	%		1.4295	%
12		1.4248	%		1.3127	%		1.4974	%		1.4112	%		1.7007	%		1.3660	%		1.3391	%
13		1.4553	%		1.4120	%		1.3901	%		1.2937	%		1.4267	%		1.2929	%		1.6037	%
14		1.4561	%		1.3677	%		1.2130	%		1.2720	%		1.2678	%		1.2884	%		1.5987	%
15		1.5902	%		1.0507	%		1.4618	%		1.4143	%		1.3747	%		1.5431	%
16		1.4600	%		1.2747	%		1.4563	%		1.3487	%		1.3330	%		1.4747	%
17		1.4435	%		1.2918	%		1.2997	%		1.3810	%		1.3844	%		1.3725	%
18		1.3939	%		1.1672	%		1.3295	%		1.3471	%		1.3431	%		1.4288	%
19		1.2826	%		1.4787	%		1.3459	%		1.4346	%		1.2601	%		1.3521	%
20		1.2784	%		1.3141	%		1.2548	%		1.8769	%		1.3045	%		1.4584	%
21		1.2696	%		1.0638	%		1.2927	%		1.6862	%		1.3331	%		1.3782	%
22		1.0674	%		1.4291	%		1.2401	%		1.4282	%		1.3139	%		1.3581	%
23		1.1899	%		1.2922	%		1.3201	%		1.5267	%		1.3217	%		1.3138	%
24		1.2236	%		1.2204	%		1.6238	%		1.4974	%		1.4984	%		1.2821	%
25		1.1686	%		1.1853	%		1.4699	%		1.4166	%		1.4162	%		1.3763	%
26		1.2733	%		1.2267	%		1.2520	%		1.4034	%		1.3903	%		1.3412	%
27		1.1636	%		1.2368	%		1.4510	%		1.3690	%		1.4162	%		1.3893	%
28		1.0564	%		1.3124	%		1.3255	%		1.2908	%		1.3362	%		1.3197	%
29		1.2743	%		1.2221	%		1.4020	%		1.2640	%		1.4652	%
30		1.2031	%		1.1463	%		1.3746	%		1.3212	%		1.3571	%
31		1.1557	%		1.5347	%		1.3061	%		1.2573	%		1.4173	%
32		1.0840	%		1.3891	%		1.3080	%		1.4410	%		1.3304	%
33		1.1646	%		1.2589	%		1.2740	%		1.3733	%		1.2635	%
34		1.1187	%		1.4077	%		1.3255	%		1.3354	%		1.3281	%
35		1.1977	%		1.2790	%		1.3159	%		1.2812	%		1.2556	%
36		1.1187	%		1.2990	%		1.3993	%		1.2906	%		1.2988	%
37		1.1304	%		1.2302	%		1.2094	%		1.3537	%		1.3076	%
38		1.4002	%		1.1725	%		1.2708	%		1.2673	%
39		1.3222	%		1.2031	%		1.2768	%		1.3163	%
40		1.1620	%		1.2107	%		1.1726	%		1.1870	%
41		1.2719	%		1.2421	%		1.3222	%		1.1339	%
42		1.2150	%		1.2032	%		1.2318	%		1.2437	%
43		1.2978	%		1.3541	%		1.2232	%		1.2042	%
44		1.2316	%		1.2466	%		1.1610	%		1.2629	%
45		1.1931	%		1.2743	%		1.1522	%		1.2277	%
46		1.1782	%		1.2379	%		1.2509	%
47		1.2119	%		1.1673	%		1.1778	%
48		1.2372	%		1.2424	%		1.2432	%
49		1.1879	%		1.2132	%		1.1794	%
50		1.3362	%		1.2192	%
51					1.1679	%
		1.32	%		1.31	%		1.37	%		1.36	%		1.23	%		1.36	%		1.53	%		1.45	%

The ABS speed is a measurement of the non-scheduled amortization of the pool of loans and is derived by calculating a monthly single month mortality rate, or SMM, which is the sum of the non-scheduled reduction in the pool of loans, including prepayments and defaults, divided by the beginning of month pool balance less scheduled payments received. The SMM is converted into the ABS Speed by dividing (a) the product of one hundred and the SMM by (b) the sum of (i) one hundred and (ii) the SMM multiplied by the age of the loans in the pool, in months, since origination minus one (with the cut-off being “1”), where the SMM is expressed as a percent (i.e., as 1.00 as opposed to 0.01).

A-35

Prospectus

Auto Receivables Backed Notes (Issuable in Series)

WORLD OMNI AUTO RECEIVABLES LLC

Depositor

You should carefully consider the risk factors beginning on page 1 of this prospectus. The notes are obligations of the issuing entity that issued those notes and are backed only by the assets of the issuing entity. The notes are not obligations of World Omni Auto Receivables LLC, World Omni Financial Corp., any of their affiliates or any governmental agency. This prospectus may not be used to consummate sales of the offered notes unless accompanied by a prospectus supplement.
	The Issuing Entities:
	1.	a new issuing entity will be formed to issue each series of notes;
	2.	the assets of each issuing entity will consist primarily of:
		•  retail installment sale contracts secured by new and used automobiles and light-duty trucks; and
		•  other assets as described in this prospectus and to be specified in the related prospectus supplement.
	The Notes:
	1.	will be asset-backed notes sold periodically in one or more series and each series will be secured by the assets of the issuing entity or will evidence beneficial ownership interests in the issuing entity;
	2.	will be offered in separate series, which may include one or more classes, all of which may not be offered for sale to the public as specified in the related prospectus supplement;
	3.	of a series may be divided into two or more classes, which may have different interest rates and which may receive principal payments in differing proportions and at different times;
	4.	of any series are not obligations of World Omni Auto Receivables LLC, World Omni Financial Corp. or any of their affiliates, and neither the notes nor the underlying receivables are insured or guaranteed by any governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the offered notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No secondary market will exist for a series of notes prior to its offering. We cannot assure you that a secondary market will develop for the notes of any series or, if it does develop, that it will continue.

The date of this prospectus is [            ], 20[        ].

Overview of the Information in this

Prospectus and the Applicable Prospectus Supplement

We provide information about your notes in two separate documents: (a) this prospectus, which provides general information, some of which may not apply to a particular series of notes, including your series; and (b) the applicable prospectus supplement, which describes the specific terms of your series, including information about:

• the type of notes offered;

• certain risks relating to an investment in the notes;

• the timing and amount of interest payments on and principal payments of the notes;

• the pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks underlying your notes;

• the credit enhancement for each class of notes; and

• the method of selling the notes.

Whenever information in the applicable prospectus supplement is more specific than the information in this prospectus, you should rely on the information in the applicable prospectus supplement.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the notes in any jurisdiction where the offer is not permitted.

We include cross-references in this prospectus and in the applicable prospectus supplement to captions in these materials where you can find further related discussions. The tables of contents in this prospectus and in the applicable prospectus supplement provide the pages on which these captions are located.

You can also find definitions of the capitalized terms used in this prospectus in the “Glossary of Terms of the Prospectus” which appears at the end of this prospectus and the terms used in the accompanying prospectus supplement in the “Glossary of Terms of the Prospectus Supplement” which appears at the end of the accompanying prospectus supplement.

If the description of the terms of your notes varies between this prospectus and the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.

To understand the structure of, and risks related to, these notes, you must read carefully this prospectus and the applicable prospectus supplement in their entirety.

TABLE OF CONTENTS

Section	Page
Risk Factors		1
You must rely for repayment only upon the issuing entity’s assets, which may not be sufficient to make full payments on your notes		1
You may experience reduced returns and delays on your notes resulting from changes in delinquency levels and losses		1
You may experience reduced returns on your notes resulting from prepayments		1
You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account		2
Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in reduced payments on your notes		3
Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment		4
A bankruptcy of the depositor or the servicer could delay or limit payments to you		5
Recently enacted legislation and future regulatory reforms could have an adverse effect on World Omni Financial Corp.’s business and operating results		6
A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the notes		7
The return on your notes could be reduced by shortfalls due to military action		7
Commingling by the servicer may result in delays and reductions in payments on your notes		8
Because the notes are in book-entry form, your rights can only be exercised indirectly		8
Prospectus Supplement		10
The Issuing Entities		10
The Trust Assets		10
The Receivables Pool		11
Receivables Pools		11
Pre-Funding Accounts		12
The Receivables		13
Delinquencies, Repossessions and Net Losses		13
Static Pool Information		13
Maturity and Prepayment Considerations		13
The Depositor		14
World Omni Financial Corp.		15
World Omni Financial Corp.’s Automobile Finance Business		16
Underwriting		16
Risk Based Pricing		18
Servicing		18
Insurance		19
Customer Service		20
Pool Factors		21

Section	Page
Use of Proceeds		21
The Trustee		22
Description of the Notes		22
General Payment Terms of Notes		22
Book-Entry Registration		23
Definitive Notes		25
Reports to Securityholders		26
Description of the Trust Documents		27
Sale and Assignment of Receivables		27
Accounts		27
The Servicer		28
Servicing Procedures		29
Payments on Receivables		29
Servicing Compensation		30
Distributions		30
Credit and Cash Flow Enhancements		31
Evidence as to Compliance		32
Servicer Resignation, Servicer Liability and Servicer Indemnification		32
Servicer Termination Event		33
Rights upon Servicer Termination Event		33
Waiver of Past Defaults		33
Amendments		34
Bankruptcy of the Issuing Entity		34
Termination		34
Voting Rights; Controlling Securities		35
Description of the Notes		36
Principal and Interest on the Notes		36
The Indenture		37
Some Legal Aspects of the Receivables		41
Interests in the Receivables		41
Safekeeping of Chattel Paper		41
Security Interests in the Financed Vehicles		41
Repossession		43
Notice of Sale; Redemption Rights		43
Deficiency Judgments and Excess Proceeds		43
Consumer Protection Laws		44
Dodd-Frank Act Orderly Liquidation Authority Provisions		45
Other Limitations		48
Material Federal Income Tax Consequences		48
Tax Characterization of the Issuing Entity		49
Tax Consequences to Holders of the Notes		49
Tax Shelter Disclosure and Investor List Requirements		53
Certain ERISA Considerations		53
Plan of Distribution		54
Financial Information		54
Incorporation of Certain Information by Reference		55
Legal Matters		55
Glossary of Terms to the Prospectus		56

i

RISK FACTORS

You should carefully consider the following risks and the risks described under “Risk Factors” in the prospectus supplement for the notes before making an investment decision. In particular, distributions on your notes will depend on payments received on and other recoveries with respect to the receivables. Therefore, you should carefully consider the risk factors relating to the receivables and the financed vehicles.

Your investment could be materially and adversely affected if any of the following risks are realized.

You must rely for repayment only upon the issuing entity’s assets, which may not be sufficient to make full payments on your notes.	Your notes are obligations of the related issuing entity. Your notes will not represent an interest in or obligation of World Omni Auto Receivables LLC, the trustee, World Omni Financial Corp., or any other person. Distributions on any class of notes will depend solely on the amount and timing of payments and other collections in respect of the related receivables and any credit enhancement for the notes of a series specified in the applicable prospectus supplement. World Omni Auto Receivables LLC cannot assure you that these amounts, together with other payments and collections in respect of the related receivables, will be sufficient to make full and timely distributions on any offered notes. The offered notes and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or by any provider of credit enhancement unless specified in the related prospectus supplement.
You may experience reduced returns and delays on your notes resulting from changes in delinquency levels and losses.	There can be no assurance that the historical levels of delinquencies and losses experienced by World Omni Financial Corp. on its retail installment sale contract portfolio will be indicative of the performance of the receivables included in the issuing entity or that the levels will continue in the future. Delinquencies and losses could increase significantly for various reasons, including changes in the local, regional or national economies or due to other events.
You may experience reduced returns on your notes resulting from prepayments.	You may receive payment of principal on the notes earlier than you expected for the reasons set forth below. You may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on the notes. Prepayments on the receivables by the related obligors and purchases of the receivables by the depositor and the servicer will shorten the life of the notes to an extent that cannot be fully predicted. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by you.

1

	All of the receivables are prepayable at any time. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors, including:
	•    other events which have the same effect as prepayments in full of receivables, including liquidations due to default, as well as receipts of proceeds from insurance policies and repurchases of receivables; •    repurchases of receivables by World Omni Financial Corp. as a result of breaches of representations and warranties, and/or breaches of particular covenants; •    the application of any remaining amounts on deposit in any pre-funding accounts not applied to the purchase of additional receivables; and •    the purchase by the servicer or the other entity specified in the related prospectus supplement of the receivables when the aggregate principal balance thereof is 10% or less of the aggregate starting principal balance.
	The rate of prepayments of receivables cannot be predicted and, therefore, no assurance can be given as to the level of prepayments that an issuing entity will experience.
You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.	An issuing entity may have a pre-funding account. If it does, the depositor will purchase receivables from World Omni Financial Corp. and then sell the receivables to the issuing entity. The issuing entity will purchase the receivables with funds on deposit in the pre-funding account.
	You will receive as a prepayment of principal to you on the date specified in the prospectus supplement any amounts remaining in the pre-funding account that have not been used to purchase receivables. This prepayment of principal could have the effect of shortening the weighted average life of the notes of the related series. The inability of the depositor to obtain receivables meeting the requirements for sale to the issuing entity will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on the notes.

2

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in reduced payments on your notes.	Many federal and state laws, including the Uniform Commercial Code, govern the transfer of the receivables by World Omni Financial Corp. to the depositor and by the depositor to the issuing entity, the perfection of the security interests in the receivables and the enforcement of security interests in the financed vehicles.
	Upon the origination or acquisition of a receivable, the originating dealer will have commenced appropriate actions that would result in notation of World Omni Financial Corp.’s security interest in the financed vehicle on the related certificate of title. In connection with each sale of receivables, World Omni Financial Corp. will assign its security interests in the financed vehicles to the depositor, and the depositor will assign its interests to the issuing entity. Due to the administrative burden and expense of retitling each of the financed vehicles, neither World Omni Financial Corp. nor the depositor will amend or reissue the certificates of title to the financed vehicles to reflect the assignments. In the absence of an amendment or reissuance, the issuing entity may not have a perfected security interest in the financed vehicles securing the receivables in some states. World Omni Financial Corp. will be obligated to repurchase any receivable sold to an issuing entity which did not have a perfected security interest in the name of World Omni Financial Corp. in the financed vehicle on the closing date. World Omni Financial Corp. will also be obligated to purchase any receivable sold to an issuing entity as to which it failed to maintain a perfected security interest in the name of World Omni Financial Corp. in the financed vehicle securing the receivable. All repurchases by World Omni Financial Corp. are limited to breaches that materially and adversely affect the receivable, subject to the expiration of the applicable cure period. If the security interest of World Omni Financial Corp. is perfected, the issuing entity generally will have a prior claim over subsequent purchasers of the financed vehicle and holders of subsequently perfected security interests.
	Due to factors including liens for repairs of a financed vehicle or for unpaid taxes of an obligor, the issuing entity could lose the priority of its security interest in a financed vehicle. Neither World Omni Financial Corp. nor the servicer will have any obligation to purchase a receivable if these liens result in the loss of the priority of the security interest in the financed vehicle after the issuance of notes by

3

	the issuing entity. Generally, no action will be taken to perfect the rights of the trustee in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into an account controlled by the trustee. We refer you to “Some Legal Aspects of the Receivables—Security Interests in the Financed Vehicles.”
	The servicer will maintain possession of the original contracts for each of the receivables. If the servicer sells or pledges and delivers the original contracts for the receivables to another party, in violation of its obligations under the documents for the securities, this party could acquire an interest in the receivable having a priority over the issuing entity’s interest. Furthermore, if the servicer becomes insolvent, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, the attempt could result in losses or delays in payment to you or an acceleration of the repayment of the notes.
Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment.	Federal and state consumer protection laws impose requirements on creditors in connection with extensions of credit and collections of retail installment contracts. These laws may also make an assignee of a retail installment contract, such as the issuing entity, liable to the obligor for any violation by the lender or the initial creditor. To the extent specified herein and in the related prospectus supplement, World Omni Financial Corp. will make representations and warranties that each receivable complies with all requirements of applicable law in all material respects. If any such representation or warranty proves incorrect, has certain material and adverse effects on the receivable, and is not timely cured, World Omni Financial Corp. will be required to repurchase any receivable that fails to comply with these legal requirements from the issuing entity. To the extent World Omni Financial Corp. fails to make such repurchase payment or the issuing entity suffers a loss as a result of a violation of consumer protection laws, you may suffer a loss on your investment in the notes. We refer you to “Some Legal Aspects of the Receivables—Consumer Protection Laws.”

4

A bankruptcy of the depositor or the servicer could delay or limit payments to you.	We have structured the transaction described in this prospectus and the accompanying prospectus supplement in an effort to minimize the risk that:
	•    World Omni Auto Receivables LLC and the issuing entity might be the subject of a bankruptcy or state insolvency proceeding; •    the bankruptcy or insolvency of World Omni Financial Corp. might result in the consolidation of the assets and liabilities of any of those entities with those of World Omni Financial Corp.; and •    the sale of the receivables from World Omni Financial Corp. to World Omni Auto Receivables LLC might not be viewed as a true sale, which could result in the receivables being included in the estate of World Omni Financial Corp. should it become the subject of a bankruptcy or insolvency proceeding.
	If these efforts are unsuccessful, you could experience delays in payments due on your notes or may suffer losses on your notes.
	Following a bankruptcy or insolvency of World Omni Financial Corp., a court could conclude that the receivables are owned by World Omni Financial Corp. instead of the issuing entity. A court could reach this conclusion either because the transfer of the receivables from World Omni Financial Corp. to World Omni Auto Receivables LLC was not a true sale or because the court concluded that assets and liabilities of World Omni Financial Corp. and World Omni Auto Receivables LLC, should be consolidated and treated as a single estate for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or may not ultimately receive all interest and principal due to you because of:
	•    the automatic stay which prevents a creditor from exercising remedies against a debtor in bankruptcy without permission from the court; and •    the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in the financed vehicles or any cash collections on the receivables at the time a bankruptcy proceeding begins.

5

	Consolidation or disregard of sale following a bankruptcy of World Omni Financial Corp.
	Any payments that are made by World Omni Financial Corp. to World Omni Auto Receivables LLC or the issuing entity may be recoverable as preferential transfers if made within one year before a World Omni Financial Corp. bankruptcy filing.
	Other adverse consequences of a World Omni Financial Corp. bankruptcy
	The insolvency of World Omni Financial Corp. also could result in its replacement as servicer, which could temporarily interrupt payments on the notes. A bankruptcy case or an insolvency case under federal or state law against World Omni Financial Corp. also would be an event of default under the servicing agreement, which could result in the removal of World Omni Financial Corp. as servicer. Either type of case could delay payment to you on the notes. If payments previously made by World Omni Financial Corp. were to be recovered as preferential transfers, you could experience delays in payment or suffer a loss on your investment in the notes. See also “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions.”
Recently enacted legislation and future regulatory reforms could have an adverse effect on World Omni Financial Corp.’s business and operating results.	Due to the current economic and political environment, World Omni Financial Corp. and other financial institutions face the prospect of increased regulation and regulatory scrutiny. The financial services industry is likely to see increased disclosure obligations, restrictions on pricing and enforcement proceedings through the Dodd-Frank Wall Street Reform and Consumer Protection Act and other similar legislation. Many of the new requirements may be the subject of implementing regulations which have yet to be released. Until implementing regulations are issued, there can be no assurance that the new requirements will not have an adverse impact on the servicing of the receivables, on World Omni Financial Corp.’s securitization programs or on the regulation and supervision of World Omni Financial Corp., the depositor or any issuing entity. The potential impact of such legislation and resulting regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on our ability to expand product and service offerings due to stricter consumer protection laws and regulations.

6

	Compliance with applicable law is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to World Omni Financial Corp.’s reputation, brand and valued customer relationships.
A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the notes.	A note rating is not a recommendation by a rating agency that you buy, sell or hold notes. Similar ratings on different types of notes do not necessarily mean the same thing. You are encouraged to analyze the significance of each rating independently from any other rating. Any rating agency may change its rating of the notes after the notes are issued if that rating agency believes circumstances have changed. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the notes.
	Ratings on the notes will be monitored by the rating agencies hired by the sponsor while the notes are outstanding. There is no assurance that a rating will remain for any given period of time, that a rating agency rating the notes will not lower or withdraw its rating if in its judgment circumstances in the future so warrants or that notice of a lowering, qualification or withdrawal will be provided to the noteholders.
The return on your notes could be reduced by shortfalls due to military action.	The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables and the financed vehicles.
	In some circumstances, the Servicemembers Civil Relief Act and similar state legislation may limit the interest payable on a receivable during an obligor’s active military duty. This legislation could adversely affect the ability of the servicer to collect full amounts of interest on these receivables as well as to foreclose on an affected receivable during the obligor’s period of active military duty. This legislation may thus cause delays and losses in payments to holders of the notes.

7

	We refer you to “Some Legal Aspects of the Receivables—Consumer Protection Laws.”
Commingling by the servicer may result in delays and reductions in payments on your notes.	So long as World Omni Financial Corp. is servicer, if each condition to making monthly deposits as may be required by the servicing agreement (including the satisfaction of specified ratings criteria of World Omni Financial Corp. and/or JM Family Enterprises, Inc. as described in the prospectus supplement and the absence of any servicer default) is satisfied, World Omni Financial Corp., as the servicer, may retain all collections on the receivables received from the related obligors and all proceeds relating to the receivables and the financed vehicles collected during a collection period until the business day preceding the related payment date (currently, World Omni Financial Corp. does not satisfy the specified ratings criteria). During this time, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the day preceding a date on which payments are due to be made on a series of notes, the servicer must deposit into the related collection account, all payments on the receivables received from the obligors and all proceeds relating to the receivables and the financed vehicles collected during the related collection period.
Because the notes are in book-entry form, your rights can only be exercised indirectly.	Because the notes will be issued in book-entry form, you will be required to hold your interest in your notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme, or the Euroclear System in Europe. Transfers of interests in the notes within The Depository Trust Company, Clearstream or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a physical note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “Description of the Notes—Book-Entry Registration.”

8

Unless and until the notes cease to be held in book-entry form, the applicable trustee will not recognize you as a “noteholder.” As a result, you will only be able to exercise the rights of securityholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream and Euroclear (in Europe) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream or Euroclear and to take other actions that require a physical note representing the notes. Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

9

PROSPECTUS SUPPLEMENT

The prospectus supplement for each series of notes to be offered will include the following descriptions with respect to the series of notes:

• the structural features of each class of notes;

• the identity of each class within the series;

• the initial aggregate principal amount, the interest rate or the method for determining the rate and the authorized denominations of each class of offered notes;

• certain information concerning the receivables relating to the series, including the principal amount, type and characteristics of the receivables on the cutoff date;

• the existence and material terms of any pre-funding account for the purchase of additional receivables;

• additional information with respect to any credit enhancement and, if the holder of the notes will be materially dependent upon any provider of credit enhancement for timely payment of interest and/or principal, information regarding the provider or counterparty;

• the order of the application of principal and interest payments to each class of offered notes and the allocation of principal to be so applied;

• the extent of subordination of any subordinate securities;

• the payment date for the notes;

• information regarding the servicer for the receivables;

• the circumstances, if any, under which the offered notes are subject to redemption prior to maturity;

• the trustee for the notes;

• information regarding tax considerations;

• additional information with respect to the method of distribution of the notes; and

• the terms of any interest rate swap agreements.

THE ISSUING ENTITIES

With respect to each series of notes, the depositor will establish a separate issuing entity that will issue the notes. Please see “Description of the Notes—Indenture—Material Covenants” in this prospectus and “Description of the Trust Documents” in the prospectus supplement for further description of the issuing entity and its activities.

THE TRUST ASSETS

To the extent specified in the prospectus supplement for an issuing entity, the assets of an issuing entity will include:

• a pool of receivables consisting of retail installment sale contracts secured by new and used automobiles and light-duty trucks;

• monies received under the receivables after the applicable cutoff date;

• amounts that from time to time may be held in one or more trust accounts established and maintained on behalf of the issuing entity by a trustee;

10

• the rights of the depositor under the purchase agreement pursuant to which the depositor purchases the receivables from World Omni Financial Corp. and all of the rights of the issuing entity under the sale and servicing agreement pursuant to which the depositor sold the receivables to the issuing entity and the servicer services the receivables on behalf of the issuing entity;

• security interests in the financed vehicles;

• the rights of the depositor to receive any proceeds with respect to the receivables from claims on certain insurance policies covering the financed vehicles or the obligors;

• any credit enhancement, including any interest rate and currency protection agreements, provided for the benefit of holders of the securities of the issuing entity; and

• any and all proceeds of the foregoing.

If so provided in the related prospectus supplement, the property of an issuing entity may also include a pre-funding account, into which the depositor will deposit cash which will be used by the issuing entity to purchase receivables from the depositor during a specified period. Any receivables so conveyed to an issuing entity will also be assets of the issuing entity.

The receivables constituting the trust assets will be, as specifically described in the related prospectus supplement:

• originated by various dealers and acquired by World Omni Financial Corp.,

• acquired by World Omni Financial Corp. from other originators or owners of receivables, or

• originated by World Omni Financial Corp.

The underwriting criteria applicable to the receivables included in any issuing entity are described under “World Omni Financial Corp.’s Automobile Finance Business—Underwriting,” and also in the related prospectus supplement.

THE RECEIVABLES POOL

Information with respect to the receivables pool will be described in the related prospectus supplement.

Receivables Pools

On or prior to each closing date, World Omni Financial Corp. will sell and assign to the depositor, without recourse, its entire interest in the receivables pool, together with its security interests in the financed vehicles, pursuant to a purchase agreement between World Omni Financial Corp. and the depositor.

Each sale and servicing agreement, among the issuing entity, World Omni Financial Corp. and the depositor will provide representations and warranties by World Omni Financial Corp. to the depositor, including, that:

• the information provided with respect to the receivables is correct in all material respects as of the applicable cutoff date;

• at the origination date of the receivable, physical damage insurance covering each financed vehicle is in effect in accordance with World Omni Financial Corp.’s normal requirements;

• at the closing date each of the related receivables is free and clear of all security interests, liens, charges, encumbrances and, to the best of World Omni Financial Corp.’s knowledge, mechanics’ liens, and no offsets, defenses, or counterclaims against dealers have been asserted or, to its knowledge, threatened;

11

• to the best of World Omni Financial Corp.’s knowledge, no default, breach, violation or event permitting acceleration under the terms of any receivable has occurred and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any receivable has arisen; and World Omni Financial Corp. has not waived any of the foregoing;

• at the closing date each of the receivables is secured by a first-priority perfected security interest in the financed vehicle in favor of World Omni Financial Corp. 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 World Omni Financial Corp.; and

• to the best of World Omni Financial Corp.’s knowledge, each receivable, the sale of the financed vehicle and the sale of any related insurance policies complied at origination, and comply in all material respects at the closing date, with applicable federal, state and local laws, including consumer credit, truth in lending, equal credit opportunity and disclosure laws.

Pursuant to such sale and servicing agreement, World Omni Financial Corp. will also covenant to the depositor that, except as permitted in the related trust documents, it shall not waive any of the foregoing.

Upon discovery by or notice to the depositor and World Omni Financial Corp. of a breach of any representation or warranty that materially and adversely affects a receivable, unless the breach is cured by the last day of the month following the month in which the discovery or notice of the breach is made, World Omni Financial Corp. will purchase the receivable from the issuing entity as of that last day for a purchase amount equal to the unpaid principal balance owed by the obligor plus accrued and unpaid interest and interest thereon at the respective annual percentage rate to that last day. World Omni Financial Corp. may at its option exercise its repurchase obligation on the last day of either the first or second month following discovery or notice of the breach. The repurchase obligation will constitute the sole remedy against World Omni Financial Corp. for any uncured breach.

To the extent indicated in the related prospectus supplement, the depositor or the issuing entity may purchase the receivables from warehouse facilities or structured commercial paper issuers.

Pre-Funding Accounts

If the related prospectus supplement indicates, the property of an issuing entity will include cash in an amount specified in the related prospectus supplement. The depositor will deposit this pre-funded amount into a pre-funding account. During the period specified in the related prospectus supplement, the issuing entity will use this cash to purchase additional receivables; the depositor will be obligated to sell additional receivables to the related issuing entity, subject only to the availability of additional receivables. It is expected that the additional receivables will have an aggregate principal balance approximately equal to the pre-funded amount. Subject to the satisfaction of conditions specified in the prospectus supplement, the issuing entity will purchase the additional receivables from time to time during the funding period specified in the prospectus supplement. Any funds on deposit in the pre-funding account and not yet invested in additional receivables will be invested in eligible investments. If the pre-funded amount is not fully utilized by the end of the funding period, the remaining pre-funded amount will be applied to prepay securities.

We refer you to “Description of the Trust Documents—Sale and Assignment of Receivables.”

Any conveyance of additional receivables to an issuing entity is subject to the satisfaction of the conditions precedent and conditions subsequent specified in the related prospectus supplement. If any of these conditions are not met with respect to any additional receivables within the time period specified in the related prospectus supplement, World Omni Financial Corp. will be required to repurchase the additional receivables from the related issuing entity at the specified purchase amounts.

12

The characteristics of the entire receivables pool included in any issuing entity may vary from those described in the related prospectus supplement as additional receivables are conveyed to the issuing entity from time to time during the funding period. As specified in the related prospectus supplement, the characteristics of the additional receivables are not expected to be materially different from the receivables included in the issuing entity as of the closing date. The related prospectus supplement will indicate any restrictions on the characteristics of the additional receivables.

The Receivables

As specified in the related prospectus supplement, the receivables consist of Simple Interest Receivables. Simple Interest Receivables provide for the amortization of the amount financed under the receivable over a series of fixed level monthly payments. Each monthly payment consists of an installment of interest, which is calculated on the basis of the outstanding principal balance of the receivable multiplied by the stated annual percentage rate or base rate, as applicable, and further multiplied by the period elapsed (as a fraction of a calendar year) since the preceding payment of interest was made. As payments are received under a Simple Interest Receivable, the amount received is applied first to interest accrued to the date of payment and the balance is applied to reduce the unpaid principal balance. Accordingly, if an obligor pays a fixed monthly installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if an obligor pays a fixed monthly installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less. In either case, the obligor pays a fixed monthly installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance.

Delinquencies, Repossessions and Net Losses

Certain information relating to World Omni Financial Corp.’s delinquency, repossession and net loss experience with respect to receivables it has originated or acquired will be described in each prospectus supplement. This information may include the experience with respect to all receivables in World Omni Financial Corp.’s portfolio during some specified periods. There can be no assurance that the delinquency, repossession and net loss experience with respect to any issuing entity will be comparable to World Omni Financial Corp.’s prior experience.

Static Pool Information

World Omni Financial Corp. will provide information about its prior securitized pools of retail installment sale contracts on the website specified in the applicable prospectus supplement.

Maturity and Prepayment Considerations

Prepayment of receivables, together with accelerated payments resulting from defaults or required repurchases of receivables, will shorten the weighted average life of the related pool of receivables and the weighted average life of the related securities. A variety of economic, financial and other factors may influence the rate of prepayments on the receivables. Any reinvestment risks resulting from a faster or slower amortization of the related securities that results from prepayments will be borne entirely by you.

The related prospectus supplement may describe some additional information with respect to the maturity and prepayment considerations applicable to a particular pool of receivables and the related series of securities.

13

THE DEPOSITOR

World Omni Auto Receivables LLC was formed as a Delaware limited liability company on April 13, 1999. World Omni Financial Corp. holds all of the outstanding membership interests of the depositor and is the managing member of the depositor. The principal executive offices of the depositor are located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442, and its telephone number is (954) 429-2200. The managing member of the depositor is located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442.

The depositor was organized solely for the purpose of acquiring receivables and associated rights, issuing securities and engaging in related transactions. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes.

14

WORLD OMNI FINANCIAL CORP.

World Omni Financial Corp. is a Florida corporation and a wholly owned subsidiary of JM Family Enterprises, Inc., a Delaware corporation (“JMFE”). JMFE, through its subsidiaries, provides a full range of automotive-related distribution and financial services to Toyota dealerships in the Five-State Area. Financial services are also provided to other dealerships throughout the United States.

World Omni Financial Corp. provides retail installment sale contract and lease contract financing to retail customers of Toyota automotive dealers within the Five-State Area. World Omni Financial Corp. services automobile related receivables for its own account and the account of third parties. World Omni Financial Corp. also provides wholesale floorplan financing and capital and mortgage loans to some dealers of Southeast Toyota Distributors, LLC, a Delaware limited liability company and a World Omni Financial Corp. affiliate, as well as to a limited number of other automotive dealers.

Southeast Toyota Distributors, LLC, which is a wholly owned subsidiary of JMFE, is the exclusive distributor of Toyota cars and light-duty trucks, parts and accessories in the Five-State Area. Southeast Toyota Distributors, LLC distributes Toyota vehicles pursuant to a distributor agreement, which first was entered into in 1968 and has been renewed through October 2014, with Toyota Motor Sales, U.S.A., Inc., a California corporation. World Omni Financial Corp. has provided financial services to Toyota dealers in the Five-State Area since 1982, operating under the “Southeast Toyota Finance” name since 1996.

As of March 31, 2012, December 31, 2011, December 31, 2010, December 31, 2009, December 31, 2008 and December 31, 2007, World Omni Financial Corp. and its affiliates’ originated portfolio had 362,686, 357,192, 345,764, 318,218, 315,240 and 287,653 retail installment sale contracts outstanding, respectively. The aggregate outstanding principal balances of retail installment sale contracts at the above dates, including retail installment sale contracts that were sold but are still being serviced by World Omni Financial Corp., were approximately $5.5 billion, $5.4 billion, $5.1 billion, $4.5 billion, $4.7 billion and $4.2 billion, respectively. World Omni Financial Corp. services retail installment contracts for its own account and also services retail installment contracts, loans and other automobile-related receivables for the account of third parties.

In addition to its role as servicer, World Omni Financial Corp. is the sponsor of, and has participated in the structuring of, the securitization transactions contemplated by this prospectus. World Omni Financial Corp. is responsible for originating or acquiring the receivables included in the transaction described in the applicable prospectus supplement and World Omni Financial Corp. is responsible for servicing those receivables as described below. World Omni Financial Corp. has been engaged in the securitization of assets since 1986. World Omni Financial Corp.’s first public securitization transaction in 1992 involved approximately $248 million of receivables and World Omni Financial Corp.’s most recently completed public securitization transaction in 2012 involved approximately $761 million of leases. From 1992 through November 2011, World Omni Financial Corp. securitized an aggregate of approximately $17.6 billion of retail installment contract receivables in public securitization transactions. World Omni Financial Corp. has also sponsored more than 18 public securitizations of leases and dealer floorplan receivables. World Omni Financial Corp.’s experience in and overall procedures for originating and underwriting receivables are described further under “World Omni Financial Corp.’s Automobile Financing Business” and “Description of the Trust Documents—The Servicer.” No securitization sponsored by World Omni Financial Corp. has defaulted or experienced an early amortization triggering event.

The principal executive offices of World Omni Financial Corp. are located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and its telephone number is (954) 429-2200.

15

WORLD OMNI FINANCIAL CORP.’S AUTOMOBILE FINANCE BUSINESS

World Omni Financial Corp. purchases retail installment sale contracts in the Five-State Area from dealers pursuant to existing dealer agreements in the ordinary course of business. We refer you to “World Omni Financial Corp.” The contracts purchased by World Omni Financial Corp. are originated by participating dealers in accordance with World Omni Financial Corp.’s requirements and are purchased in accordance with World Omni Financial Corp.’s underwriting standards, which emphasize factors including the prospective purchaser’s ability to make timely payments and creditworthiness. Additionally, to a limited extent, in the Five-State Area and in other states in which World Omni Financial Corp. conducts business, World Omni Financial Corp. originates retail installment sales finance contracts directly with customers, in connection with financing the purchase of vehicles off lease.

World Omni Financial Corp. primarily purchases retail installment sale contracts from a network of participating dealers pursuant to written agreements with World Omni Financial Corp. Each dealer offers automobile and light-duty truck retail installment financing to prospective purchasers. If the dealer desires to offer the resulting retail installment sale contract to World Omni Financial Corp., then such financing must be made pursuant to World Omni Financial Corp. approved terms and a World Omni Financial Corp. supplied or approved form of retail motor vehicle installment sale contract and disclosure statement. Each dealer is responsible for obtaining information about a prospective purchaser and for forwarding the information for evaluation to World Omni Financial Corp.’s office in Deerfield Beach, Florida. At the Deerfield Beach office, all submitted information with respect to each application, along with credit bureau information obtained by World Omni Financial Corp., is reviewed, evaluated and “scored” as described under “—Underwriting” below. To the extent the credit evaluation results in an automatic approval or declination, such results are communicated directly back to the dealer. Otherwise, the results of this computer-based evaluation are referred to an analyst for final review and credit evaluation. The analyst then advises the dealer if the applicant is acceptable to World Omni Financial Corp. If a prospective buyer is accepted, automatically or following the evaluation of an analyst, the dealer will prepare all necessary paperwork to sell the vehicle to the customer, including entering into a retail installment sale contract with its customer. The dealer thereafter sells the contract to World Omni Financial Corp. The Deerfield Beach or Mobile, Alabama office verifies that all documents supplied by a dealer with respect to a retail installment sale contract conform with World Omni Financial Corp.’s requirements. World Omni Financial Corp. also makes efforts to confirm that the dealer has made on a timely basis all filings with state agencies that are necessary to ensure that World Omni Financial Corp. is listed as the lienholder on the title to the applicable vehicle. For further information regarding the underwriting of retail installment sale contracts, see “—Underwriting” below.

Service centers located in Deerfield Beach, Florida, Mobile, Alabama and St. Louis, Missouri service World Omni Financial Corp.’s retail installment sale contracts following origination. Each of these centers is a multi-service facility handling one or more of the following: collection activities (front end, back end, skip tracing, recovery and deficiency balances and bankruptcy), remarketing, administrative services, dealer services, operational accounting and customer and dealer inquiries.

Underwriting

The World Omni Financial Corp. underwriting standards are intended to evaluate a prospective buyer’s credit standing and repayment ability. Generally, the dealer requests a prospective buyer to complete a credit application on a form prepared or approved by World Omni Financial Corp. As part of the description of the applicant’s financial condition, the applicant is required to provide current information including:

• employment history;

• residential status; and

• annual income.

16

Upon receipt of a credit application, either electronically through an online source such as DealerTrack or via facsimile, World Omni Financial Corp. transfers all application data into a centralized computer network owned and operated by a third party vendor. The origination system obtains an independent credit bureau report and the computer network automatically relays the application and credit bureau data to decision software which has been customized to perform credit evaluations for World Omni Financial Corp. but which is owned and operated by an affiliated company. The decision software uses a number of factors in performing the credit evaluation, such as the amount of the monthly payment, the amount financed, the term of the loan, the applicant’s monthly income, the amount of monthly rent or mortgage payments and debt ratios, and credit bureau attributes, such as number of trade lines, utilization ratio and number of credit inquiries. This decision software evaluates the application information and credit bureau data, ultimately producing two “scores.” One “score” is the result of the evaluation of the applicant’s credit history in comparison to a consumer credit scorecard. The other “score” results from the combined evaluation of the applicant’s credit and the structure of the transaction detailed on the application. These scores enable World Omni Financial Corp. to review an application and establish the likelihood that the proposed retail installment sale contract will be paid in accordance with its terms. In general, to the extent the decision software’s credit evaluation results in an automatic approval or automatic rejection, such results are communicated directly back to the dealer. Otherwise, the results of this computer-based evaluation are referred to an analyst for final review and credit evaluation.

If credit bureau data is not available on a consumer applicant or if the applicant is a business then the software cannot electronically evaluate the application. In other cases, an application is not automatically rejected but does not meet the criteria for automatic approval, either because of incomplete or inconsistent information or because one or more credit-related terms is not within prescribed automatic approval levels. A credit application rejected by the decision software may also be resubmitted. In such cases, a World Omni Financial Corp. associate evaluates the application based on the company’s underwriting guidelines. The associate considers the same information included in the decision software and weighs other factors, such as the prospective obligor’s prior experience with World Omni Financial Corp. Based on the associate’s assessment of the strengths and weaknesses of each application, the associate will then either approve the application, reject the application or forward the application for review by a World Omni Financial Corp. associate with higher approval authority.

Failure to be automatically approved through the decision software does not mean that an application does not meet World Omni Financial Corp.’s underwriting guidelines. As all of World Omni Financial Corp.’s credit decisions are based on objective factors, World Omni Financial Corp. does not consider any approved applications to constitute exceptions to its underwriting standards, unless an application was approved in violation of those standards. Any application determined by World Omni Financial Corp. to have been inappropriately approved is ineligible for inclusion in a pool of receivables.

World Omni Financial Corp. reports in detail on all aspects of the numerical scoring models to track the performance of its retail automobile and light-duty truck retail installment sales contract portfolio. This enables World Omni Financial Corp. to modify the scoring models according to statistical indications to continually assure statistical validity. In limited circumstances, World Omni Financial Corp. may pre-approve potential and existing customers with established World Omni Financial Corp. credit histories for new installment sales contracts based on a credit bureau score and other credit criteria without the use of a custom scorecard. World Omni Financial Corp. may also automatically approve or deny applicants based on a credit bureau score, custom score, auto credit history, and other credit criteria. World Omni Financial Corp. may also provide approval or interest rate benefits to applicants that are existing World Omni Financial Corp. customers based upon the applicants’ payment history with World Omni Financial Corp. Applicants not automatically decisioned will be reviewed by a credit specialist and may be subsequently approved.

To a limited extent, in the Five-State Area and in other states in which World Omni Financial Corp. conducts business, World Omni Financial Corp. purchases retail installment contracts, and in some cases originates retail installment contracts directly with customers under a lease termination program that provides obligors who lease vehicles through World Omni Financial Corp., and in certain cases assignees of those obligors, the option of financing the purchase of the leased vehicle on or prior to lease expiration.

17

This “lease-to-retail” loan origination process relies, in large part, on the applicant’s past payment history and, in some cases, credit bureau score. All lease-to-retail applicants not pre-approved are required to go through the credit approval process, which is the same in all material respects to the one used in connection with the evaluation of applications submitted from dealers, although more weight may be given to the applicant’s payment history than credit bureau score, and the potential residual value exposure, if any, with respect to the leased vehicle is considered.

Except as described above, World Omni Financial Corp. has not had any recurring categories or types of exceptions to its underwriting standards.

Risk Based Pricing

World Omni Financial Corp. uses risk based pricing. This includes a tier-based system where pricing tiers, and, ultimately, interest rate, for a certain range of credit bureau scores are determined by the credit bureau scores of the applicant(s). For the remaining range of credit bureau scores, the pricing tiers, and, ultimately, the interest rate, are determined by a custom consumer credit score calculated during the loan application process. The ultimate interest rate offered to an applicant can be altered based on the requested loan to value ratio as well as other relevant credit and dealer relationship factors.

Servicing

World Omni Financial Corp. makes collection efforts in its capacity as servicer with respect to delinquent accounts. World Omni Financial Corp. considers a retail installment sale contract to be delinquent for servicing and collection purposes when $40 or more of a scheduled payment on a cumulative basis (after giving effect to any past due payments) is not paid by the obligor by the related due date. Any portion of a scheduled payment not paid on the related due date automatically continues to be due with the next scheduled payment.

Generally, delinquent accounts are assigned to a risk group that determines the collection calling and letter strategies and timelines applicable to those accounts. Risk groups are developed, based on the obligor’s collection score, to establish when the first call will be made or the first letter will be sent to that obligor. For accounts designated as representing an extremely high risk, automated reminder calls or text messages may be made or sent prior to the due date and active follow-up calling may commence as early as five days after the due date.

Accounts are also segregated into specialized call work lists based on legal requirements applicable to the accounts. These specialized work lists generally include active bankruptcies, litigations, confiscations, and accounts protected by the Servicemembers Civil Relief Act. Specialized manual account calling may be initiated at later stages of delinquency status.

In most cases, collection efforts are enhanced by the use of an automated dialing system. In other cases, calls to obligors are placed by World Omni Financial Corp., or by independent contractors retained by World Omni Financial Corp. to handle early stage collections. While World Omni Financial Corp.’s collection efforts are centralized, independent contractors handle all repossession assignments in localities across the United States. Accounts may also be considered for a “Repossession Save” program in which the collector will attempt to avoid a loss by repossession by offering a refinance, extension, trade, or short term payment program to the obligor. Repossessions are conducted by independent contractors who are engaged in the business of repossessing vehicles. Independent repossession contractors utilized by World Omni Financial Corp. are required to maintain all state required licenses, bonds, and insurance coverage. Generally, repossessed vehicles are disposed of by auction. Upon repossession and disposition of the financed vehicle, any remaining deficiency may be pursued by World Omni Financial Corp. or, in cases in which the deficiency remains uncollected, may be assigned to an independent collection agency retained by World Omni Financial Corp. Deficiency balances are pursued to the extent the obligor is deemed to have sufficient assets and there is reasonable expectation of repayment or is currently employed for garnishment purposes, where permitted by state law. We refer you to “Some Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds.”

18

World Omni Financial Corp. follows detailed procedures with respect to rescheduling of delinquent accounts and extensions of contracts. Generally a rescheduling or an extension requires the demonstration of financial difficulties, an ability to repay and approval in accordance with pre-determined approval guidelines. The legal documents for the securities will permit the servicer to reschedule or extend a receivable, or grant a rebate or other adjustment, only in accordance with the customary procedures of the servicer and otherwise in accordance with these agreements. We refer you to “Description of the Trust Documents—Servicing Procedures.”

World Omni Financial Corp. from time to time may implement a payment extension program whereby obligors meeting the eligibility criteria specified below may be permitted, at the option of the related obligor, to defer one month’s payment of principal during the December/January holiday period or July/August summer period or during a period where the area in which the obligor resides is the subject of disaster recovery efforts. In connection with the payment extension program, the obligor typically must pay an amount calculated generally at the annual percentage rate of the related retail installment sale contract for the month in which the contract is extended. As a result, the obligor would pay the equivalent of an additional interest payment in exchange for receiving a non-credit related extension.

The criteria for making an extension pursuant to the payment extension program generally include the following:

• the obligor is not currently 20 days or more delinquent and never has been more than 60 days past due;

• the obligor has made six or more scheduled monthly payments and has more than six remaining scheduled monthly payments;

• fewer than ten percent in number of the obligor’s payments have been greater than 30 days past due;

• the obligor cannot have extended the contract during the previous 180 days; and

• the obligor must not currently be in bankruptcy or litigation status.

The servicing agreement will provide that no receivable can be extended more than six times during the life of the receivable, excluding payment extension programs, or extended beyond the month immediately preceding the month in which the final scheduled payment date occurs, and that all related extension fees must be deposited into the collection account within two business days of receipt (including receipt of proper instructions regarding where to allocate such payment) by the servicer.

Insurance

World Omni Financial Corp. requires each obligor under a receivable to obtain comprehensive and collision insurance with respect to the related financed vehicle and requires the selling dealer to verify the existence of the insurance (whether by obtaining a copy of a current insurance card or otherwise) before it will purchase the contract from the dealer. Following the purchase, World Omni Financial Corp. performs no ongoing verification of insurance coverage.

World Omni Financial Corp. does not require obligors to maintain credit disability, credit life or credit health or other similar insurance coverage which provides for payments to be made on the automobile and light-duty truck retail installment sale contracts that it purchases or originates on behalf of the obligors in the event of disability or death. To the extent that any of these insurance coverages is obtained on behalf of an obligor, payments received in respect of coverage may, if permitted by applicable law, be applied to payments on the related receivable to the extent the obligor’s beneficiary chooses to do so. If the obligor finances the purchase of such insurance coverage under the related retail installment sale contract, payments received in respect of such coverage will be remitted to the servicer and applied to payments on the related receivable.

19

Customer Service

In the normal course of business, World Omni Financial Corp. responds to requests for information from both dealers and obligors. Incoming calls are processed through a Voice Response Unit (VRU), which provides automated assistance for routine inquiries and services such as payoff quotes, mailing addresses, electronic pay-by-phone, and last payment information. Customer service representatives are also available during standard business hours to provide assistance to those dealers and obligors that are unable to resolve their issues through the VRU. World Omni Financial Corp. also provides a state of the art customer website providing customers with the ability to self-service accounts including making payments, obtaining extensions based on compliance with automated guidelines, reviewing payment histories, obtaining monthly statements and requesting account reviews, and a separate application that permits obligors to make payments using smartphones.

20

POOL FACTORS

The pool factor for each class of notes will be a seven-digit decimal, which the servicer will compute prior to each distribution with respect to the class of notes, indicating the remaining outstanding principal balance of the class of notes as of the applicable payment date, as a fraction of the initial outstanding principal balance of the class of notes. Each pool factor will be initially 1.0000000, and thereafter will decline to reflect reductions in the outstanding principal balance of the applicable class of notes. A noteholder’s portion of the aggregate outstanding principal balance of the related class of notes is the product of:

(1) the original aggregate purchase price of the noteholder’s securities; and

(2) the applicable pool factor.

As more specifically described in the related prospectus supplement, noteholders will receive reports on or about each payment date concerning the payments received on the receivables, the principal balance of the receivables pool, each pool factor and various other items of information. In addition, noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.

USE OF PROCEEDS

As further specified in the related prospectus supplement, the issuing entity will use the net proceeds from the sale of the notes of a series to purchase the receivables from the depositor and to make the deposit of any pre-funded amount to the pre-funding account and make any other required deposits to trust accounts. The depositor will in turn use its net proceeds to purchase the receivables pool from World Omni Financial Corp. World Omni Financial Corp. may use all or a portion of the proceeds to reacquire the receivables from affiliates of World Omni Financial Corp. or from warehouse facilities or structured commercial paper issuers who in turn will repay indebtedness secured by the receivables. World Omni Financial Corp. will use any remainder of the proceeds for general corporate purposes.

21

THE TRUSTEE

The trustee or trustees for each series of notes will be specified in the related prospectus supplement. The trustee’s liability in connection with the issuance and sale of the related notes is limited solely to the express obligations of the trustee described in the trust agreement related to the securities.

With respect to each series of notes, the procedures for the resignation or removal of the trustee and the appointment of a successor trustee will be specified in the related prospectus supplement.

DESCRIPTION OF THE NOTES

The notes will be issued in series. The issuing entity may issue notes in one or more classes. Each class of notes will either evidence beneficial interests in a segregated pool of assets or will represent debt of the issuing entity secured by the trust assets. The following summaries, together with additional summaries under “Description of the Trust Documents” below, describe all material terms and provisions common to all notes. The summaries do not purport to be complete and are subject to all of the provisions of the documentation for the related notes and the related prospectus supplement.

All of the notes offered pursuant to this prospectus and the related prospectus supplement will be rated by one or more nationally recognized statistical rating agencies hired by the sponsor to rate such notes.

Each series or class of notes offered pursuant to this prospectus may have a different interest rate, which may be a fixed or adjustable interest rate. The related prospectus supplement will specify the interest rate for each series or class of notes described in the related prospectus supplement, or the initial interest rate and the method for determining subsequent changes to the interest rate.

A series may include one or more classes of “strip notes,” which are notes that are entitled to:

(1) principal distributions, with disproportionate, nominal or no interest distributions; or

(2) interest distributions, with disproportionate, nominal or no principal distributions.

In addition, a series of notes may include two or more classes of notes that differ as to timing, sequential order, priority of payment, interest rate or amount of distribution of principal or interest or both. Distributions of principal or interest or both on any class also may be made upon the occurrence of specified events, in accordance with a schedule or formula, or on the basis of collections from designated portions of the receivables pool. Any series may include one or more classes of “accrual notes,” which are notes for which all or some of the interest is added to the principal balance instead of currently distributed.

If so provided in the related prospectus supplement, a series may include one or more other classes of notes that are senior to one or more other classes of subordinate notes in respect of distributions of principal and interest and allocations of losses on receivables.

In addition, some classes of senior or subordinate notes may be senior to other classes of senior or subordinate notes in respect of distributions or losses.

General Payment Terms of Notes

As described in the related prospectus supplement, the issuing entity will make payments to holders of the notes on specified payment dates. Payment dates with respect to the notes will occur monthly, quarterly or semi-annually, as described in the related prospectus supplement. For example, in the case of quarterly-pay notes, the payment date would be a specified day of every third month. The related prospectus supplement will describe the record date preceding the payment date, as of which the trustee or its paying agent will fix the identity of the noteholders for the purpose of receiving payments on the next succeeding payment date.

22

The prospectus supplement will specify a collection period preceding each payment date. For example, in the case of monthly-pay notes, the collection period would be the calendar month preceding the month of the relevant payment date. The servicer will remit collections received on or with respect to the related receivables held by an issuing entity during a collection period to the related trustee prior to the related payment date. These amounts will fund payments to noteholders on the payment date. As may be described in the related prospectus supplement, the trustee may apply all or a portion of the payments collected on or with respect to the related receivables to acquire additional receivables during a specified period rather than to fund payments of principal to noteholders during the period. In this case, the related notes will possess an interest-only period, also commonly referred to as a revolving period, which will be followed by an amortization period. These interest only or revolving periods may terminate prior to the scheduled date and result in an early amortization of the related notes. The retention and temporary investment by the trustee of the collected payments:

• slows the amortization rate of the related notes relative to the installment payment schedule of the related receivables; or

• attempts to match the amortization rate of the related notes to an amortization schedule established at the time the notes are issued.

Any of these features may terminate prior to the scheduled date and result in distributions to the noteholders and an acceleration of the amortization of the securities.

If specified in the related prospectus supplement, the trustee may retain all or a portion of the collected payments, which will be held in specified types of eligible investments, including receivables, for a specified period prior to being used to fund payments of principal to noteholders. In addition, the related prospectus supplement may provide that for purposes of determining payments on the notes, specified portions of principal payments on indicated receivables will be deemed interest payments on those receivables.

Eligible investments are generally limited to investments acceptable to the rating agencies hired by the sponsor to rate the securities as being consistent with the rating of the securities. We refer you to “Description of the Trust Documents—Accounts.”

Neither the notes nor the underlying receivables will be guaranteed or insured by any governmental agency or instrumentality or any other person.

Book-Entry Registration

Holders of notes may hold their notes through DTC in the United States or Clearstream or Euroclear in Europe if they are participants of the system, or indirectly through organizations that are participants in the systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream participants and the Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories which in turn will hold the positions in customers’ securities accounts in the depositories’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of securities. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

23

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream participants and Euroclear participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream participants or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, the cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and the credits or any transactions in the securities settled during the processing will be reported to the relevant Clearstream participant or Euroclear participant on the same business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of notes that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, notes may do so only through participants and indirect participants. In addition, holders of notes will receive all distributions of principal and interest from the related trustee through the participants who in turn will receive them from DTC. Under a book-entry format, holders of notes may experience some delay in their receipt of payments, since the payments will be forwarded by the trustee to Cede & Co., as nominee for DTC. DTC will forward the payments to its participants, which thereafter will forward them to indirect participants or beneficial owners of notes.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of notes among participants on whose behalf it acts with respect to the notes and to receive and transmit distributions of principal of, and interest on, the notes. Participants and indirect participants with which the holders of notes have accounts with respect to the notes similarly are required to make book-entry transfers and receive and transmit the payments on behalf of their respective holders of notes. Accordingly, although the holders of notes will not possess the notes, DTC rules provide a mechanism by which participants will receive payments on notes and will be able to transfer their interest.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and some banks, the ability of a holder of notes to pledge the notes to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the notes, may be limited due to the lack of a physical certificate for the notes.

DTC has advised the depositor that it will take any action permitted to be taken by a holder of a notes only at the direction of one or more participants to whose accounts with DTC the notes are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that the actions are taken on behalf of participants whose holdings include undivided interests.

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of securities. Transactions may be settled in Clearstream in any of 28 currencies, including United States dollars. Clearstream provides to Clearstream participants services,

24

including, for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, like banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium, the “Euroclear Operator.” Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to others that clear through or maintain a custodial relationship with Euroclear participant, either directly or indirectly.

The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These laws and procedures govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with the procedures, and the procedures may be discontinued at any time. Neither the depositor nor any other person will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Definitive Notes

Unless the related prospectus supplement provides otherwise, the notes will be issued in fully registered, certificated form as definitive notes to the noteholders of a given series or their nominees, only if:

• the related administrator in respect of the related series advises in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the notes, and the related administrator is unable to locate a qualified successor;

• the administrator at its option advises the indenture trustee that it elects to terminate the book-entry system through DTC; or

• after the occurrence of an event of default under the related indenture or a default by the servicer under the related sale and servicing agreement, noteholders representing at least a majority of the outstanding principal amount of the notes advise DTC in writing that the continuation of a book-entry system through DTC or its successor is no longer in the noteholders’ best interest.

25

Upon the occurrence of any event described in the immediately preceding paragraph, the related administrator will be required to notify all the noteholders through participants of the availability of definitive notes. Upon surrender by DTC of the definitive notes representing the notes and receipt of instructions for re-registration, the applicable trustee will reissue the notes as definitive notes to the noteholders.

Distributions of principal of, and interest on, the notes will thereafter be made by the applicable trustee in accordance with the procedures described in the related indenture directly to holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date.

The distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the applicable trustee. The final payment on any note, however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution to the applicable noteholder.

Definitive notes in respect of a given series of notes will be transferable and exchangeable at the offices of the applicable trustee or of a note registrar named in a notice delivered to holders of the definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the applicable trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed.

Reports to Securityholders

Unless otherwise described in the related prospectus supplement, on or prior to the business day immediately preceding each payment date, the applicable trustee will include with each distribution to each securityholder as of the related record date a statement, generally setting forth the following:

(1) the amount of the distribution allocable to principal of each class of securities;

(2) the amount of the distribution allocable to interest on each class of securities;

(3) the principal balance of the receivables pool as of the last day of the related collection period;

(4) the aggregate principal balance of, and the pool factor for, each class of securities as of the last day of the preceding collection period, after giving effect to payments of principal under (1) above;

(5) the amount of the servicing fee paid to the servicer with respect to the related collection period, the amount of any unpaid servicing fees and the change in the amount from that of the prior payment date; and

(6) the number and the aggregate purchase amount of receivables repurchased by World Omni Financial Corp. or purchased by the servicer.

Unless otherwise described in the related prospectus supplement, DTC will supply these reports to securityholders in accordance with its procedures. The report will also indicate each amount described under subclauses (1) and (2) above in the aggregate and as a dollar amount per $1,000 of original principal balance of a security.

After the end of each calendar year, unless otherwise specified in the related prospectus supplement, the applicable trustee will mail, to each person who was a securityholder during the year, a statement (based on information prepared by the servicer) containing certain information needed in the preparation of federal income tax returns.

26

DESCRIPTION OF THE TRUST DOCUMENTS

The following summary describes the material terms of the documents used to create an issuing entity and issue the related securities. The trust documents for a series of notes and certificates will generally consist of:

(1) a purchase agreement, generally between World Omni Financial Corp., as depositor, and World Omni Auto Receivables LLC, as purchaser;

(2) a sale and servicing agreement, generally between the issuing entity, as the issuing entity, World Omni Auto Receivables LLC, as depositor, and World Omni Financial Corp., as servicer;

(3) an indenture, generally between the issuing entity and the applicable trustee; and

(4) a trust agreement, generally between the depositor and the applicable trustee.

The prospectus supplement for a given series will specify the trust documents utilized for that series of notes. We have filed forms of the trust documents as an exhibit to the registration statement of which this prospectus forms a part. This summary does not purport to be complete.

Sale and Assignment of Receivables

On or prior to the closing date for each series of notes, World Omni Financial Corp. will sell and assign to the depositor, without recourse, except for repurchases as a result of certain breaches, representations and warranties, its entire interest in the receivables to be included in the issuing entity, together with its security interests in the financed vehicles. At the time of issuance of the notes, the depositor will transfer the receivables to an issuing entity pursuant to a sale and servicing agreement.

As more fully described in the related prospectus supplement, World Omni Financial Corp. will purchase from the related issuing entity any receivable transferred to an issuing entity if the interest of the securityholders in that receivable is materially adversely affected by a breach of any representation or warranty made by World Omni Financial Corp. with respect to that receivable, which breach has not been cured following the discovery by or notice to World Omni Financial Corp. of the breach. In addition, if so specified in the related prospectus supplement, World Omni Financial Corp. may from time to time reacquire receivables or substitute other receivables for any defective receivables.

Pending sale to the depositor, World Omni Financial Corp. may finance the receivables in warehouse facilities provided to affiliates of World Omni Financial Corp. On or prior to the closing date, for each series of securities, these affiliates or any related warehouse provider will transfer the receivables to World Omni Financial Corp. for sale to the depositor. To the extent indicated in a prospectus supplement for a series, these World Omni Financial Corp. affiliates or any related warehouse provider may sell the receivables directly to the depositor. In all cases, World Omni Financial Corp. will make the representations and warranties with respect to the receivables as described in “The Receivables Pools—Receivables Pools” in this prospectus.

Accounts

With respect to each series of securities, the servicer will establish and maintain with the applicable trustee one or more accounts, in the name of the trustee on behalf of the related securityholders. The servicer will deposit all payments made on or with respect to the related receivables into a collection account. The trustee will deposit amounts released from the collection account and any reserve account or other credit enhancement for distribution to the securityholders into a distribution account. The trustee will make distributions to the securityholders from the distribution account.

If the related prospectus supplement so provides, the trustee will maintain a pre-funding account solely to hold funds to pay to the depositor for additional receivables transferred during the funding period. Monies on deposit in the pre-funding account will not be available to cover losses on or in respect of the receivables. On the closing date, the depositor will deposit into the pre-funding account the initial pre-funded amount received from the sale proceeds of the securities.

27

If the related prospectus supplement so provides, the depositor will establish and maintain the reserve account in the name of the applicable trustee on behalf of the securityholders. On the closing date, the depositor will deposit cash in the reserve account. On payment dates specified in the related prospectus supplement, the trustee will withdraw funds on deposit in the reserve account in excess of the required amount and will deposit such funds in the distribution account for distribution.

The related prospectus supplement will describe any other accounts to be established with respect to an issuing entity, including any other reserve account or yield supplement account.

Funds in the Trust Accounts will be invested in eligible investments. Eligible investments are generally limited to investments acceptable to the rating agencies hired by the sponsor to rate the securities as being consistent with the rating of the securities. Eligible investments must generally mature before the related payment date. To the extent specified in the prospectus supplement, funds in the Trust Accounts may be invested in securities that will mature after the next payment date and will not be sold to meet any shortfalls. Thus, the amount of cash in any Trust Account at any time may be less than the balance of the Trust Account. If required withdrawals from any Trust Account exceed the amount of cash in the Trust Account, a temporary shortfall in the amounts distributed to the related securityholders could result. The average life of the securities could then increase. The trustee will deposit investment earnings on funds in the Trust Accounts as specified in the related prospectus supplement.

If so provided in the prospectus supplement, on or before the applicable payment date, the servicer will deposit into the related collection account as an advance an amount equal to the amount of interest that would have been due on the receivables related to a series at their respective annual percentage rates for the related collection period minus the amount of interest actually received on the receivables during the related collection period. The servicer will not be required to make any advances to the extent that it does not expect to recoup the advance from subsequent collections or recoveries. If the servicer makes an advance that becomes a non- recoverable advance, the issuing entity will pay the servicer an amount equal to the non-recoverable advance prior to paying the holders of securities. Unless otherwise specified in the prospectus supplement, the servicer will make no advances of principal on the receivables.

The Trust Accounts may be maintained as either:

(1) a segregated trust account in the corporate trust department of the applicable trustee; or

(2) a segregated account in a depository institution or trust company organized under the laws of the United States or any one of the states thereof, or the District of Columbia (or any domestic branch of a foreign bank), which at all times maintains:

• a long-term unsecured debt rating, or a certificate of deposit rating acceptable to the applicable rating agencies hired by the sponsor; and

• its deposits insured by the FDIC.

Unless otherwise specified in the related prospectus supplement, the Trust Accounts will be maintained with the applicable trustee so long as they satisfy the requirements above.

The Servicer

World Omni Financial Corp. will be the servicer under each sale and servicing agreement. Any servicer may delegate its servicing responsibilities to one or more subservicers, but will not be relieved of its liabilities with respect thereto.

The servicer will make representations and warranties regarding its authority to enter into, and its ability to perform its obligations under, the related sale and servicing agreement and regarding its ability to service the receivables and maintain the security interests of the applicable trustee in the receivables. If an uncured breach of

28

one of those representations or warranties materially and adversely affects any receivables, the servicer will be required to purchase such receivable. Following any purchase of a receivable by the servicer, the receivable will be released from the issuing entity and conveyed to the servicer.

Servicing Procedures

The servicer will service, administer and make reasonable efforts to collect all amounts due on or in respect of the receivables. The servicer will, in a manner consistent with the trust documents, service the receivables generally in accordance with procedures used by the servicer in respect of retail installment sale contracts secured by new and used automobiles and light-duty trucks serviced for its own account. Consistent with its normal procedures, the servicer may, in its sole discretion, grant extensions, rebates or adjustments on a receivable. The sale and servicing agreement generally will provide that no more than six extensions may be granted and will provide for the timing of the extensions. In the ordinary course of business, the servicer may agree to the modification of an obligor’s monthly payment date. In connection with any such modification in which the payment date is moved to a later date in the month, the obligor is typically required to pay an additional finance charge relating to the extended payment period. The servicer generally may not change the method under which scheduled payments of interest on a receivable are computed. If the servicer violates any of the restrictions described above and the related receivable is materially and adversely affected by the violation, or the servicer extends the date for final payment by the obligor of a receivable beyond the final maturity date of the offered notes, the servicer must purchase the receivable. Following any purchase of a receivable by the servicer, the receivable will be released from the issuing entity and conveyed to the servicer. The servicer may, consistent with its customary servicing procedures, repossess or otherwise convert the ownership of any financed vehicle securing any receivable as to which the servicer shall have determined that eventual payment in full is unlikely. The servicer may sell the financed vehicle securing a defaulted receivable, if any, at a public or private sale, or take any other action permitted by applicable law. We refer you to “Some Legal Aspects of the Receivables.”

During the preceding three years, the servicer has modified its servicing policies and procedures to:

• revise the collection scoring model that is used to assign obligors to risk groups for collection purposes;

• conform certain procedures to reflect changes in the Fair Credit Reporting Act that resulted from the enactment of the Fair and Accurate Credit Transactions Act (the primary purpose of these changes was to assist consumers in preventing identity theft); and

• outsource to independent contractors collection activities on retail installment contracts with respect to which the obligor is in bankruptcy status or on certain new accounts that are in deficiency status.

Except as set forth above, the servicer has not modified its servicing policies and procedures in any material respect during the preceding three years.

Payments on Receivables

Obligors will generally make payments on the receivables by mail for deposit into a lock box account maintained by the servicer or directly through electronic means. The servicer will deposit all payments it receives on or in respect of the receivables into the collection account not later than two business days after receipt of payment and related payment information regarding where to allocate the payment. Notwithstanding the foregoing, the related prospectus supplement may provide for less frequent deposits into the collection account if the following conditions are met:

(1) World Omni Financial Corp. remains the servicer, except in connection with an annual transfer, under the sale and servicing agreement;

(2) no default by the servicer has occurred and is continuing; and

(3) World Omni Financial Corp. does not receive notice from the rating agencies hired by the sponsor that the cessation of daily deposits will result in a reduction or withdrawal of the then current rating of the securities.

29

In that event, World Omni Financial Corp. need not deposit collections into the collection account by the second business day after receipt, but may use for its own benefit all of those collections until the business day prior to the related payment date, whether or not such funds will be distributed to securityholders, retained in the collection account or deposited in another account on such payment date, at which time World Omni Financial Corp. will make the deposits in an amount equal to the net amount of the deposits and withdrawals which would have been made had the conditions set forth above not been satisfied.

Servicing Compensation

The issuing entity generally will pay to the servicer a servicing fee on each payment date equal to the product of one-twelfth of the specified percentage per annum and the principal balance of the receivable pool immediately before the open of business on the first day of the related collection period. With respect to the initial payment date, the servicing fee will be based on the principal balance, as of the cutoff date, of the receivables pool. The related prospectus supplement will describe the servicing fee. The servicer will also collect and retain, as additional servicing compensation, any late fees, prepayment charges, telephone payment fees and other administrative fees or similar charges allowed by applicable law with respect to the receivables that are owned by the issuing entity. The servicer will also be entitled to reimbursement from the issuing entity for certain liabilities. The servicer will allocate the payments by or on behalf of obligors to scheduled payments, late fees and other charges and principal and interest in accordance with the servicer’s normal practices and procedures. The issuing entity will pay the servicing fee out of collections from the receivables prior to distributions to securityholders.

The servicing fee and additional servicing compensation will compensate the servicer for performing the functions of a third party servicer of automotive receivables as an agent for the issuing entity. Servicing duties include collecting and posting all payments, making advances, responding to inquiries of obligors on the receivables, investigating delinquencies, sending payment coupons to obligors, reporting tax information to obligors and disposing of financed vehicles after default. The servicing fee also compensates the servicer for administering the receivables, including accounting for collections and furnishing monthly and annual statements as required with respect to a series of securities regarding distributions.

As long as World Omni Financial Corp. believes that sufficient collections will be available from interest collections on one or more future payment dates to pay the servicing fee, World Omni Financial Corp. may, as servicer, elect to defer all or a portion of the servicing fee with respect to the related collection period, without interest. If World Omni Financial Corp. elects to defer all of the servicing fee, the servicing fee for the related collection period will be deemed to equal zero for all purposes of the trust documents.

Distributions

Beginning on the payment date specified in the related prospectus supplement, the issuing entity will make distributions of principal and/or interest on each class of notes to the holders of notes of the series. The prospectus supplement will describe the timing, amount, priorities and other specifics of distributions to each class of noteholders of each series.

On each payment date the indenture trustee will transfer collections on the related receivables from the collection account to the distribution account for distribution to securityholders. To the extent described in the related prospectus supplement, distributions in respect of principal of a class of notes of a given series may be subordinate to distributions in respect of interest on the class, and distributions in respect of the certificates of the series may be subordinate to payments in respect of the notes of the series. World Omni Financial Corp.’s monthly servicing report to the indenture trustee and the noteholders will contain information on the collections, the calculations thereon, and the beginning and ending balances in the accounts for the current payment period; there will be no independent verification regarding the contents of the servicing report.

30

Credit and Cash Flow Enhancements

The related prospectus supplement will describe the amounts and types of credit or cash flow enhancement arrangements and any provider of credit or cash flow enhancement with respect to each class of securities of a given series. If and to the extent provided in the accompanying prospectus supplement, those arrangements may be in the form of any of the following or a combination of two or more of the following:

• Reserve Account. The trustee will apply amounts on deposit in the Reserve Account, if any, to make payments on the securities in accordance with the priority of payments, to the extent that those amounts remain unsatisfied after the application of collections and other available funds in accordance with the priority of payments. The Reserve Account provides credit enhancement by adding an additional potential source of funds available to make payments on the securities.

• Overcollateralization. The aggregate outstanding principal balance of the receivables plus amounts in the pre-funding account may exceed the aggregate outstanding principal amount of the securities issued by the issuing entity by an amount indicated in the accompanying prospectus supplement. See “Summary—Credit Enhancement—Overcollateralization” in the accompanying prospectus supplement. This excess creates credit enhancement by allowing for some amount of losses on the receivables before a shortfall in funds available to make payments on the securities would occur.

• Subordination of Interests. Subordinated classes of securities will be allocated available funds only after the applicable portion of the obligations for any payment period of the senior classes of securities has been paid. This subordination provides credit enhancement to the senior classes of securities and could result in reduced or delayed payments of principal or interest to the subordinated classes of securities.

• Excess Interest. More interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the related servicing fee, trustee fees and expenses, and interest on the notes for each payment period, as described in the accompanying prospectus supplement. Any such excess in interest payments from obligors will serve as additional credit enhancement.

• Cash Advances, Deposits or Letters of Credit. The depositor may fund accounts in addition to the Reserve Account, such as spread, yield supplement or negative carry accounts, or may otherwise provide cash advances, deposits or establish letters of credit to provide additional funds that may be applied to make payments on the securities issued by the issuing entity. Any such arrangements will be disclosed in the accompanying prospectus supplement.

• Yield Supplement Overcollateralization. In lieu of, or in addition to, a yield supplement account, the related prospectus supplement may provide that pool overcollateralization will be created on the related closing date to provide credit enhancement to compensate for low APRs on certain receivables.

• Interest Rate and Currency Protection Agreements. Each issuing entity may enter into an interest rate swap or other interest rate protection agreements that will enable it to pay a fixed or floating rate of interest on one or more classes of its securities. Each issuing entity may also enter into a currency swap arrangement or other exchange rate protection agreements that will enable it to pay one or more classes of its securities in a specified currency.

• Credit or Liquidity Facilities. Issued by a financial institution or other entity, any such facility will cover specified losses on the receivables or shortfalls in payments due on specified securities issued by the applicable issuing entity.

Credit enhancement for a class of securities may cover one or more other classes of securities of the same series. Credit enhancement increases the likelihood of receipt by the relevant securityholders of their full amount of principal and interest and decreases the likelihood that these securityholders will experience losses. Credit enhancement may not provide protection against all risks of loss and may not guarantee repayment of the entire principal balance and interest thereon. If losses exceed the amount covered by any credit enhancement or are not covered by any credit enhancement, the relevant securityholders will bear their allocable share of deficiencies, as described in the related prospectus supplement.

31

Evidence as to Compliance

Annually, the servicer will deliver to the related issuing entity and the trustee an officer’s certificate stating that to the best of such officer’s knowledge the servicer has complied with the servicing criteria set forth in the relevant Securities and Exchange Commission (“SEC”) regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, throughout the preceding twelve months or such shorter period as shall have elapsed since the closing date. If there has been a default in the fulfillment of any of these obligations, the officer’s certificate will describe the default. The servicer also will agree to give the trustee notice of defaults by the servicer under the related sale and servicing agreement.

The servicer will also furnish to the related issuing entity and trustee a statement from a firm of independent public accountants that attests to, and reports on, the assessment made by the servicer of compliance with the specified servicing criteria described above, during the preceding twelve months, relating to the servicing of receivables.

Securityholders may obtain copies of the statements and certificates by written request addressed to the trustee.

Servicer Resignation, Servicer Liability and Servicer Indemnification

Neither the servicer nor any of its directors, officers, employees or agents will be liable to the issuing entity or the securityholders for taking any action or for refraining from taking any action pursuant to the sale and servicing agreement, or for errors in judgment. This provision will not protect the servicer or any of these persons against any liability imposed by reason of negligence, willful misfeasance or bad faith. The servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under the applicable sale and servicing agreement and that, in its opinion, may cause it to incur any expense or liability.

The servicer may not resign from its obligations and duties under any sale and servicing agreement unless it determines that its duties are no longer permissible under applicable law or regulations. No resignation will become effective until the applicable trustee or a successor servicer has assumed the servicer’s obligations and duties under the applicable sale and servicing agreement. The servicer may not assign the sale and servicing agreement or any of its rights, powers, duties or obligations under the applicable sale and servicing agreement except as otherwise provided or except in connection with a permitted consolidation, merger, conveyance or transfer of its properties and assets.

Any entity into which the servicer may be merged or consolidated, or any entity resulting from a merger or consolidation, or any entity succeeding to the business, property and assets of the servicer will succeed the servicer under the applicable sale and servicing agreement.

Upon a termination of the servicer, the indenture trustee will select and appoint a successor servicer to perform the outgoing servicer’s duties and undertake its responsibilities and liabilities. The appointed successor servicer must be an established financial institution with a net worth of at least $100,000,000 and whose regular business includes the servicing of contracts. The successor servicer will hold all the rights of the outgoing servicer under the trust documents and will receive compensation mutually agreed upon between the successor servicer and the indenture trustee. The successor servicer shall receive the same compensation as the outgoing servicer, but in no case will the indenture trustee be liable for any difference in compensation between the outgoing servicer and the successor servicer. No successor servicer appointed in accordance with the trust documents may resign from its duties unless the law prohibits it from continuing to perform such duties.

Upon the termination or resignation of the servicer, the outgoing servicer shall transfer all cash amounts that are to be held by the successor servicer to the successor servicer and shall provide the successor servicer with all information regarding the receivables files that is required for the proper servicing of the receivables. All reasonable and documented costs, expenses and fees incurred in connection with the transfer of receivables files

32

to the successor servicer under the provisions described in this paragraph will be paid by the outgoing servicer. The owner trustee and the indenture trustee will provide prompt written notice of any resignation or termination of the servicer to the certificateholders and noteholders, respectively, upon either occurrence.

Servicer Termination Event

Except as otherwise provided in the related prospectus supplement, a servicer termination event under the related trust documents will include:

(1) any failure by the servicer to deliver to the applicable trustee for deposit in any of the related Trust Accounts any required payment or to direct the trustee to make any required distributions therefrom, which failure continues unremedied for more than five business days after written notice from the trustee is received by the servicer or after discovery by the servicer;

(2) any failure by the servicer or, if the servicer is an affiliate of the depositor, the depositor duly to observe or perform in any material respect any other covenant or agreement of the servicer or depositor, as applicable, in the trust documents which materially and adversely affects the rights of the related securityholders and which continues unremedied for more than sixty days after written notice of the failure:

• to the servicer by the applicable trustee, or

• to the servicer, and to the applicable trustee by holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities; and

(3) events of financial insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings with respect to the servicer or, if the servicer is an affiliate of the depositor, the depositor.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (1) above for a period of ten business days or referred to under clause (2) for a period of ninety business days shall not constitute a servicer termination event if such delay or failure could not be prevented by the exercise of reasonable diligence by the servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the trust documents and the servicer shall provide the applicable trustee and the holders of the securities prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Rights upon Servicer Termination Event

Except as otherwise provided in the related prospectus supplement, as long as a servicer termination event under the related trust documents remains unremedied, the applicable trustee or holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities may terminate all the rights and obligations of the servicer, if any, under the sale and servicing agreement, whereupon a successor servicer appointed by the indenture trustee or, if no successor servicer has been appointed at the time the outgoing servicer ceases to act, the indenture trustee, will become servicer under the trust documents. If the indenture trustee is unwilling or legally unable to so act, it may appoint, or petition a court of competent jurisdiction for the appointment of, a successor servicer. If the servicer termination event is the result of the bankruptcy, or other similar event, of the servicer or the appointment of a bankruptcy trustee, or similar official, the bankruptcy trustee or official may have the power to prevent the trustee or the securityholders from effecting a transfer of servicing.

Waiver of Past Defaults

With respect to the issuing entity, except as otherwise provided in the prospectus supplement, the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities may, on behalf of all securityholders of the related securities, waive any default by the servicer in the performance of its

33

obligations under the related trust documents and its consequences, except a default in making any required deposits to or payments from any of the Trust Accounts in accordance with the trust documents. No waiver will impair the securityholders’ rights with respect to subsequent defaults.

Amendments

The requirements of amending the indenture may be found in “Description of the Notes—The Indenture.” Unless otherwise specified in the related prospectus supplement, generally each of the other trust documents may be amended by the parties to that agreement without the consent of the indenture trustee or the holders of the offered notes for the purpose of curing any ambiguity or correcting or supplementing any of the provisions of those trust documents or of adding, changing, modifying or eliminating any of the provisions of those trust documents. These amendments require:

• no rating agency hired by the sponsor then rating the related securities shall have notified the sponsor that the amendment will result in a reduction or withdrawal of its rating on the securities of that class; and

• the delivery by the servicer of an officer’s certificate stating that the amendment will not materially and adversely affect the interest of any holder of the affected securities.

In addition, unless otherwise specified in the related prospectus supplement, the depositor, the servicer, the issuing entity and the applicable trustee, with the consent of the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities, unless the interests of the noteholders are not materially and adversely affected thereby, and the consent of the certificateholders evidencing not less than 50% of the percentage interest in the certificates, unless the interests of the certificateholders are not materially and adversely affected thereby, may amend any of the trust documents other than the indenture for the purpose of adding, changing, modifying or eliminating any of the provisions of the trust documents. The consent of all holders of the offered notes is required, however, for any amendment that:

• increases or reduces the amount or priority of, or accelerates or delays the timing of, collections of payments on the related receivables or distributions to holders of the offered notes; or

• reduces the required percentage of the offered notes which are required to consent to these amendments.

Bankruptcy of the Issuing Entity

Each of the owner trustee, the indenture trustee, the depositor, every certificateholder and every noteholder will covenant on its own behalf that it will not at any time institute against the issuing entity any involuntary bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

To the fullest extent permitted by law, the owner trustee will not institute, or consent to the institution of, any proceedings to have the issuing entity declared or adjudicated bankrupt or insolvent and will not take any other voluntary Bankruptcy Action against the issuing entity. In addition, while the Indenture is in effect, the certificateholders will not take any voluntary Bankruptcy Action against the issuing entity.

Termination

With respect to each issuing entity, the obligations of the servicer, World Omni Financial Corp., and the applicable trustee pursuant to the related trust documents will terminate upon the earlier to occur of:

• all amounts required to be paid to the securityholders pursuant to the trust documents have been paid or set aside for payment; and

• all monies or other property or proceeds of the issuing entity have been distributed in accordance with the related trust documents.

34

Unless otherwise specified in the related prospectus supplement, any outstanding securities of the related series will be redeemed concurrently with the events specified above. The resulting distribution to the related securityholders of proceeds may affect the prepayment rate of the securities.

Voting Rights; Controlling Securities

Voting rights will be exercised by the holders of the controlling securities as identified in the related prospectus supplement. If specified in the related prospectus supplement, holders of senior securities may be the controlling securities until they are repaid in full. Notes owned by an issuing entity, any other obligor upon the notes, the depositor or any affiliate of any of the foregoing persons will be disregarded and deemed not to be outstanding 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 under any related transaction document.

35

DESCRIPTION OF THE NOTES

With respect to each issuing entity that issues notes, one or more classes of notes of the related series will be issued pursuant to the terms of an indenture, the form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary does not purport to be complete.

Principal and Interest on the Notes

The timing and priority of payment, seniority, allocations of losses, interest rate and amount of, or method of determining, payments of principal and interest with respect to each class of notes of a series will be described in the related prospectus supplement. The right of holders of any class of notes of a series to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of such series, as described in the related prospectus supplement. Unless otherwise provided in the related prospectus supplement, payments of interest on the notes of the related series will be made prior to payments of principal. To the extent provided in the related prospectus supplement, a series may include one or more classes of strip notes entitled to:

• principal payments with disproportionate, nominal or no interest payments; or

• interest payments with disproportionate, nominal or no principal payments.

Each class of notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate, and which may be zero for some classes of strip notes, or any combination of the foregoing. Each class of variable or adjustable interest rate notes will bear interest during each applicable interest accrual period at a rate per annum determined by reference to a base rate, plus or minus a specified spread, if any, or multiplied by the spread multiplier, if any, as specified in the related prospectus supplement. The “spread” is a number of basis points to be added to or subtracted from the related base rate. The “spread multiplier” is a percentage of the related base rate by which that base rate will be multiplied to determine the applicable interest rate. The related prospectus supplement will designate one of the following base rates as applicable to a variable or adjustable interest rate note:

• London interbank offered rate;

• commercial paper rates;

• Treasury rate;

• federal funds rate; or

• negotiable certificates of deposit rate.

The related prospectus supplement will specify whether the interest rate will be reset daily, weekly, monthly, quarterly, semiannually, annually or some other specified period and the dates on which that interest rate will be reset. If the reset date does not fall on a business day, then the reset date will be postponed to the next succeeding business day; except that with respect to notes having a base rate based on the London interbank offered rate, if the reset date falls in the next succeeding calendar month, then the reset date will be the immediately preceding business day.

The related prospectus supplement will specify the interest rate for each class of notes of a series or the method for determining the interest rate. One or more classes of notes of a series may be redeemable in whole or in part under the circumstances specified in the related prospectus supplement, including at the end of the funding period, if any, or as a result of the servicer’s exercising its option to purchase the related receivables pool.

36

To the extent specified in any prospectus supplement, one or more classes of notes of a given series may have fixed principal payment schedules. Noteholders would be entitled to receive as payments of principal on any given payment date the applicable amounts set forth on the schedule with respect to the notes, in the manner and to the extent set forth in the related prospectus supplement. The aggregate initial principal amount of the notes of a series may, after giving effect to the purchase of all additional receivables, if any, be greater or less than the aggregate initial principal balance of the receivables in that series.

To the extent specified in the related prospectus supplement, payments of interest to holders of two or more classes of notes within a series may have the same priority. Under some circumstances, the amount available for the payments could be less than the amount of interest payable on the notes on any of the dates specified for payments in the related prospectus supplement, in which case the holders of the classes of notes will receive their ratable share, based upon the aggregate amount of interest due to the noteholders, of the aggregate amount available to be distributed in respect of interest on the notes.

In the case of a series of notes that includes two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of the order and priority of the payment, of each class will be set forth in the related prospectus supplement. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all the noteholders of the class. A series with notes may provide for a revolving period, during which collections of principal in respect of the receivables are not applied to payments of principal of the notes, or may provide for a credit or liquidity facility that permits one or more classes of notes to be paid in planned amounts on scheduled payment dates.

The Indenture

Events of Default; Rights upon Event of Default

Unless otherwise specified in the prospectus supplement, Events of Default under the indenture will consist of:

• a default for five business days or more in the payment of any interest on any note;

• a default in the payment of the principal of or any installment of the principal of any such note when the same becomes due and payable, to the extent funds are available therefor, and on the related final scheduled payment date;

• a material default in the observance or performance of any covenant or agreement of the issuing entity, subject to notice and cure provisions;

• any representation or warranty made by the issuing entity being materially incorrect as of the date it was made, subject to notice and cure provisions; or

• some events of bankruptcy, insolvency, receivership or liquidation of the issuing entity, both voluntary and involuntary.

Unless otherwise specified in the applicable prospectus supplement, the indenture generally entitles noteholders to principal only to the extent of amounts deposited in the distribution account. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of an Event of Default until the final scheduled payment date for the class of notes.

If an Event of Default should occur and be continuing and is known by an officer of the indenture trustee, the indenture trustee will mail to each noteholder a notice of the Event of Default within 90 days after it occurs. However, if the Event of Default is caused by a default in the payment of principal of or interest on any note, the indenture trustee may withhold this notice as long as a committee of its officers determines that such withholding is in the interest of the noteholders.

If an Event of Default should occur and be continuing with respect to the notes, the indenture trustee or holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities may immediately declare the notes due and payable. This declaration of acceleration may, under some circumstances, be rescinded by the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities.

37

If the notes are due and payable following an Event of Default, the indenture trustee may, or at the direction of holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities shall, institute proceedings to collect amounts due or foreclose on the trust assets, exercise remedies as a secured party, sell the receivables included or elect to have the issuing entity maintain possession of the receivables and continue to apply collections on such receivables as if there had been no declaration of acceleration. The indenture trustee is generally prohibited from selling the receivables following an Event of Default unless:

• the holders of all the outstanding notes consent to such sale;

• the proceeds of such sale are sufficient to fully pay the outstanding notes; or

• the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes and the indenture trustee obtains the consent of the holders of the controlling securities evidencing not less than 662/3% of the voting rights of the controlling securities.

As may be further specified in the applicable prospectus supplement, if an Event of Default occurs and is continuing with respect to the notes, the indenture trustee is generally under no obligation to exercise any of its rights or powers at the request or direction of any of the holders of such notes, unless the indenture trustee is provided with indemnity reasonably satisfactory to it. Subject to the provisions for indemnification and some limitations contained in the indenture, the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee. Holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities may, generally, waive any default with respect to the notes, except a default in the payment of principal or interest or a default with respect to a covenant or provision which cannot be modified without the consent of each holder.

Unless otherwise specified in the applicable prospectus supplement, no holder of a note will have the right to institute any proceeding with respect to the indenture, unless:

• the holder previously has given to the indenture trustee written notice of a continuing Event of Default;

• the holders of the controlling securities evidencing not less than 25% of the voting rights of the controlling securities have made a written request to the indenture trustee to institute such proceeding in its own name as indenture trustee;

• the holder or holders have offered such indenture trustee indemnity reasonably satisfactory to it;

• the indenture trustee has for 60 days failed to institute such proceeding; and

• no direction inconsistent with the written request has been given to the indenture trustee during the 60-day period by the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities.

In addition, the indenture trustee and the holders of notes, by accepting such notes, will covenant that they will not at any time institute against the issuing entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

If an Event of Default shall occur, to the extent the Indenture Trustee has a conflicting interest including, without limitation, affiliation with any underwriter of a series as described in the Trust Indenture Act of 1939, as amended, the Indenture Trustee shall resign as required thereby.

38

Material Covenants

An issuing entity may not consolidate with or merge into any other entity, unless the issuing entity meets specific conditions, including that the rating of the notes then in effect would not be reduced or withdrawn by the rating agencies hired by the sponsor to rate the notes as a result of such merger or consolidation.

Each issuing entity will make negative covenants. Unless otherwise specified in the related prospectus supplement, these covenants generally provide that an issuing entity will not:

• sell, transfer, exchange or otherwise dispose of any of the trust assets, except as expressly permitted by the trust documents or some related documents with respect to the issuing entity;

• claim any credit on or make any deduction from the principal and interest payable in respect of the notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of such notes because of the payment of taxes levied or assessed upon the issuing entity;

• dissolve or liquidate in whole or in part;

• permit the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture;

• permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the trust assets or any part of the trust assets, or any interest in the trust assets or the proceeds of the trust assets, except for certain permitted liens; or

• permit the lien of the indenture not to constitute a valid first priority security interest, except for certain permitted liens.

Each issuing entity will engage only in the activities specified in this prospectus and the applicable prospectus supplement. An issuing entity will not incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the notes, the indenture or other related documents.

Annual Compliance Statement

Each issuing entity will be required to file annually with the related indenture trustee a written officer’s statement as to the fulfillment of its obligations under the indenture which, will include a statement that to the best of the officer’s knowledge, the issuing entity has complied with all conditions and covenants under the indenture throughout that year, or, if there has been a default in the compliance of any condition or covenant, specifying each default known to that officer and the nature and status of that default.

Indenture Trustee’s Annual Report

The indenture requires the indenture trustee, if required by the Trust Indenture Act of 1939, to mail each year to all noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of any indebtedness owing by the issuing entity to the indenture trustee in its individual capacity, the property and funds physically held by such indenture trustee as such and any action taken by it that materially affects the notes and that has not been previously reported.

Modification of Indenture

Unless otherwise specified in the applicable prospectus supplement, the issuing entity and the indenture trustee may, with the consent of the holders of the controlling securities evidencing not less than 50% of the voting rights of the controlling securities, execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the indenture, or modify in any manner the rights of the noteholders, except as provided below.

39

Unless otherwise specified in the applicable prospectus supplement, the consent of each holder of outstanding notes affected thereby will generally be required to:

• change the due date of any installment of principal of or interest on any such note, or reduce its principal amount, interest rate or the redemption price;

• impair the right to institute suit for the enforcement of some provisions of the indenture regarding payment or otherwise terminate or impair the lien of the indenture trustee on the trust assets;

• reduce the percentage of the aggregate amount of the outstanding notes required to consent to supplemental indentures or to waive compliance or defaults;

• liquidate the receivables when the proceeds of such sale would be insufficient to fully pay outstanding notes; or

• terminate the lien of the indenture on any collateral or deprive the holder of the security afforded by the lien of the indenture.

Unless otherwise specified in the applicable prospectus supplement, the issuing entity and the indenture trustee may also enter into supplemental indentures, without obtaining the consent of the noteholders, for purposes including adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner the rights of such noteholders; provided that, except with respect to amendments which merely amplify descriptions of property, evidence succession of the issuing entity, add to the covenants of the issuing entity, convey or transfer property to the indenture trustee, cure any ambiguity or inconsistency in the indenture, evidence and provide for a successor trustee, modify provisions necessary under applicable law or correct any manifest error in the terms of the related indenture as compared to the terms set forth in this prospectus and the applicable prospectus supplement, which amendments only require prior notice to each rating agency hired by the sponsor to rate the notes, such action will not materially and adversely affect the interest of any such noteholder as evidenced by an officer’s certificate to that effect and no notice from any rating agency hired by the sponsor then rating the related notes shall have been received that the amendment will result in a reduction in or withdrawal of its rating.

Satisfaction and Discharge of Indenture

An indenture will be discharged with respect to the trust assets securing a series of notes upon the delivery to the indenture trustee for cancellation of all such notes or, with some limitations, upon deposit with such indenture trustee of funds sufficient for the payment in full of principal and accrued interest on such notes; the payment of all other sums due under the indenture and the delivery to the indenture trustee of an officer’s certificate and opinion of counsel stating that all conditions precedent for the satisfaction and discharge of the indenture have been complied with.

The Indenture Trustee

The indenture trustee may resign at any time, in which event the servicer will appoint a successor trustee. The issuing entity may also remove any indenture trustee if that indenture trustee ceases to be eligible to continue as an indenture trustee under the indenture or if that indenture trustee becomes insolvent. In those circumstances, the issuing entity will appoint a successor trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor trustee does not become effective until acceptance of the appointment by the successor trustee.

40

SOME LEGAL ASPECTS OF THE RECEIVABLES

The transfer of receivables by World Omni Financial Corp. to the depositor, and by the depositor to the issuing entity, the perfection of the security interests in the receivables and the enforcement of rights to realize on the financed vehicles as collateral for the receivables are subject to a number of federal and state laws, including the Uniform Commercial Code as in effect in various states.

Interests in the Receivables

The issuing entity will appoint the servicer as custodian of the receivables and all related documents. The servicer will not physically segregate the receivables from the servicer’s other receivables or other receivables that the servicer services for others. However, Uniform Commercial Code financing statements reflecting the sale and assignment of the receivables by World Omni Financial Corp. to the depositor and by the depositor to the issuing entity will be filed, and the respective accounting records and computer files of World Omni Financial Corp. and the depositor will reflect the sale and assignment. The receivables will remain in the possession of the servicer and will not be stamped or otherwise marked to reflect the assignment to the trustee. If, through inadvertence or fraud, a third party purchases, including the taking of a security interest in, a receivable for new value in the ordinary course of its business, without actual knowledge of the issuing entity’s interest, and takes possession of a receivable, this purchaser would acquire an interest in the receivable superior to the interest of the issuing entity.

The depositor will take no action to perfect the rights of the trustee in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into a Trust Account.

Safekeeping of Chattel Paper

As part of each origination of a receivable, an original contract and title application is sent to World Omni Financial Corp.’s Customer Service Center. These documents are scanned into World Omni Financial Corp.’s imaging system to facilitate access and record retention. World Omni Financial Corp. has implemented controls to identify any new loans that do not have an original contract in the imaged file.

World Omni Financial Corp. maintains a process to ensure that World Omni Financial Corp. has possession of a negotiable title for each vehicle. If a receivable has been booked for more than 180 days and World Omni Financial Corp. has not received a negotiable title, that receivable enters a title tracking process. World Omni Financial Corp. associates work with the dealers and state departments of motor vehicles to obtain a negotiable title with the correct owner and lienholder for each contract. Except in those states in which the state maintains electronic titles and World Omni Financial Corp. has elected to use electronic filing, and except in those states in which the title is held by the obligor, paper titles are maintained in account number order in fire resistant cabinets in World Omni Financial Corp.’s fileroom or storage facility. Only authorized World Omni Financial Corp. associates, auditors and other representatives are permitted to access the title files.

When a contract closes, the lien on the title is released and, except in those states in which the title is held by the obligor, the title is mailed to the appropriate party. In states that require the return of the contract, the original contract is returned to the obligor.

Security Interests in the Financed Vehicles

In states in which retail installment sale contracts evidence the credit sale of financed vehicles by dealers to obligors, the contracts also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable Uniform Commercial Code. Perfection of security interests in the

41

financed vehicles is generally governed by the motor vehicle registration laws of the state in which the vehicle is located. In all states in which the receivables have been originated, a security interest in financed vehicles is perfected by obtaining the certificate of title to the financed vehicle and notation of the secured party’s lien on the vehicle’s certificate of title.

Unless the related prospectus supplement specifies otherwise, each receivable will name World Omni Financial Corp. as obligee or assignee and as the secured party. World Omni Financial Corp. also takes all actions necessary under the laws of the state in which the financed vehicle is located to perfect World Omni Financial Corp.’s security interest in the financed vehicle, including, where applicable, having a notation of its lien recorded on the vehicle’s certificate of title. The obligors on the receivables will not be notified of the sale from World Omni Financial Corp. to the depositor, or the sale from the depositor to the issuing entity, and no action will be taken to record the transfer of the security interest from World Omni Financial Corp., directly or indirectly, to the depositor or from the depositor to the issuing entity by amendment of the certificates of title for the financed vehicles or otherwise.

Perfection

World Omni Financial Corp. will transfer and assign its security interest in the related financed vehicles to the depositor, and the depositor will transfer and assign its security interest in the financed vehicles to the related issuing entity. Because of the administrative burden and expense, however, neither World Omni Financial Corp. nor the depositor will amend the certificates of title of the financed vehicles to identify the related issuing entity as the new secured party.

In most states, these assignments are an effective conveyance of a security interest without amendment of any lien noted on a vehicle’s certificate of title, and the assignee succeeds to the assignor’s rights as secured party. Because the issuing entity is not identified as the secured party on the certificate of title, however, the security interest of the issuing entity in the vehicle could be defeated through fraud or negligence.

Continuation of Perfection

Under Article 9 of the Uniform Commercial Code, if a vehicle owner applies for a new certificate of title for the vehicle in a state other than the state in which the vehicle is initially titled, the security interest in the vehicle would generally continue to be perfected against a subsequent purchaser for value until the earlier of four months after the date the owner applies for the new certificate of title in the new state or until the termination of perfection in the state in which the vehicle was initially titled. A majority of states generally require surrender of a certificate of title to re-register a vehicle. Accordingly, in any such state an obligor may re-register a vehicle only if the secured party surrenders possession of the certificate of title to the vehicle. In the case of a vehicle registered in a state providing for the notation of a lien on the certificate of title but not possession of the title by the secured party, the secured party will receive notice of surrender if the security interest is noted on the certificate of title. Thus, the secured party will have the opportunity to re-perfect its security interest in the vehicle in the state of relocation. In states that do not require a certificate of title for registration of a motor vehicle, re-registration could defeat perfection. Under each sale and servicing agreement, the servicer will be obligated to take appropriate steps, at the servicer’s expense, to maintain perfection of security interests in the financed vehicles and will be obligated to purchase the related receivable if it fails to do so.

Priority of Certain Liens Arising by Operation of Law

Under the laws of most states, liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over even a perfected security interest in a financed vehicle. For example, federal tax liens may have priority over the lien of a secured party. The laws of some states and federal law permit the confiscation of vehicles by government authorities under some circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle.

42

Repossession

In the event of default by a vehicle purchaser, the holder of the motor vehicle retail installment sale contract has all the remedies of a secured party under the Uniform Commercial Code, except where specifically limited by other state laws. Among the Uniform Commercial Code remedies, the secured party has the right to perform self-help repossession unless the act would constitute a breach of the peace or would otherwise violate judicially created limitations on the remedy of self-help repossession. Unless the financed vehicle is voluntarily surrendered, self-help is the most likely method to be used by the servicer and is accomplished by retaking possession of the financed vehicle. Some jurisdictions require that the obligor be notified of the default and be given a time period within which he may cure the default prior to repossession. Generally, the right of reinstatement may be exercised on a limited number of occasions. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and the vehicle must then be repossessed in accordance with that order.

Notice of Sale; Redemption Rights

Article 9 of the Uniform Commercial Code requires the secured party to provide the debtor, secondary obligors and certain other secured parties with reasonable notice prior to any disposition of the collateral. For consumers, this notice must:

• describe the collateral, the debtor and the secured party;

• state the method of disposition;

• describe the debtor’s right to an accounting of the unpaid debt;

• state the time and place of a disposition or the time after which a disposition is to be made;

• describe how the debtor may be liable for a deficiency; and

• provide a contact where the debtor may receive additional information or learn the amount that must be paid to redeem the collateral.

Other state laws may have additional requirements. For example, in California a secured party must give at least 15 days’ notice to anyone liable on the retail installment contract prior to selling the collateral. Any person liable on the contract can reinstate the contract within 15 days if certain conditions are satisfied. This right to reinstate the contract can be exercised once in any 12 month period and twice during the term of the contract. The obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation plus, in most jurisdictions, reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus reasonable attorneys’ fees and legal expenses, to the extent provided by agreement and not prohibited by law, or, in some states, by payment of delinquent installments or the unpaid balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the vehicles generally will be applied as follows: first, to the payment of the outstanding payment balance on the applicable retail installment sale contract; second, to the payment of unpaid finance charges that accrued through the date on which the receivable was charged-off; third, to the expenses of collection and repossession; fourth, to the payment of unpaid finance charges that accrued after the date on which the receivable was charged-off; and fifth, to the payment of applicable late charges and fees and vehicle sale expenses. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not directly prohibit or limit such judgments. However, in some states, an obligor may be allowed an offsetting recovery for any amount not recovered at resale because the terms of the resale were not commercially reasonable. In any event, a deficiency judgment would be a personal unsecured judgment against the obligor for

43

the shortfall, and a defaulting obligor would be expected to have little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment. Even if a deficiency judgment is obtained, it may be settled at a significant discount or may prove impossible to collect all or any portion of a judgment.

Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

Occasionally, after resale of a vehicle and payment of all expenses and all indebtedness, a surplus of funds exists. In that case, the Uniform Commercial Code requires the creditor to remit the surplus to any other lienholder with respect to the vehicle. If no lienholder exists or there are remaining funds, the Uniform Commercial Code requires the creditor to remit the surplus to the former owner of the vehicle.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance. The application of these laws to particular circumstances is often unclear and some courts and regulatory authorities have adopted new interpretations of these often unclear laws. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Procedures Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief Act, state adoptions of the National Consumer Act and the Uniform Consumer Credit Code, state motor vehicle retail installment sales acts, retail installment sales acts and other similar laws. Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts or result in the imposition of penalties in excess of amounts owing on the receivables. If the issuing entity were obligated to pay any damages, its assets would be directly reduced, resulting in a potential loss to the securityholders.

The “holder-in-due-course rule” of the Federal Trade Commission subjects an assignee of a seller of goods in a consumer credit transaction and some related creditors to all claims and defenses that the obligor in the transaction could assert against the seller of the goods. Other state laws may duplicate the effect of the holder-in-due-course rule. The holder-in-due-course rule limits liability to the amounts paid by the obligor under the contract. The holder of the contract may also be unable to collect any balance remaining due from the obligor.

The holder-in-due-course rule applies to most of the receivables. Accordingly, the purchaser of the applicable financed vehicle may assert the same claims or defenses against the related issuing entity as holder of the related receivables that the purchaser may assert against the seller of the financed vehicle. The maximum liability under these claims equals the amounts paid by the obligor on the receivable. If an obligor were successful in asserting any claim or defense, the claim or defense would constitute a breach of World Omni Financial Corp.’s warranties under the related purchase agreement and would create an obligation of World Omni Financial Corp. to repurchase the receivable unless the breach is cured. We refer you to “Description of the Trust Documents—Sale and Assignment of Receivables.”

In several cases, consumers have asserted that the self-help remedies of secured parties under the Uniform Commercial Code and related laws violate the due process protections provided under the 14^th Amendment to the Constitution of the United States. Courts have generally upheld the notice provisions of the Uniform Commercial Code and related laws as reasonable or have found that the repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to borrowers.

44

Most state vehicle dealer licensing laws require sellers of vehicles to have a license to sell vehicles at retail sale. In addition, with respect to used vehicles, the Federal Trade Commission requires that all sellers of used vehicles prepare, complete and display a “buyer’s guide” which explains the warranty coverage for the vehicles. Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act and the motor vehicle title laws of most states require that all sellers of used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. The obligor may be able to assert a defense against the seller of the financed vehicle if a seller is not properly licensed or a seller failed to provide a buyer’s guide or odometer disclosure statement to the purchaser of a financed vehicle. If an obligor on a receivable were successful in asserting any claim or defense, the servicer could pursue on behalf of the related issuing entity any reasonable remedies against the seller or the manufacturer of the vehicle.

Under each purchase agreement, World Omni Financial Corp. will have represented and warranted that each receivable complies with all requirements of law in all material respects. Accordingly, if an obligor has a claim against an issuing entity for violation of any law and the claim materially and adversely affects the issuing entity’s interest in a receivable, the violation would constitute a breach of the warranties of World Omni Financial Corp. and would create an obligation of World Omni Financial Corp. to repurchase the receivable unless the breach is cured.

Dodd-Frank Act Orderly Liquidation Authority Provisions

General

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation (“FDIC”) authority to act as receiver of certain bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act. The proceedings, standards, powers of the receiver and many substantive provisions of OLA differ from those of the United States Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through further FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including World Omni Financial Corp., the depositor, any issuing entity or any of their respective creditors.

Potential Applicability to World Omni Financial Corp., the Depositor and Issuing Entities

There is uncertainty about which companies will be subject to OLA rather than the United States Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is in default or in danger of default, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

Under certain circumstances, the applicable issuing entity or the depositor could also be subject to the provisions of OLA as a “covered subsidiary” of World Omni Financial Corp. For an issuing entity or the depositor to be subject to receivership under OLA as a “covered subsidiary” of World Omni Financial Corp. (1) the FDIC would have to be appointed as receiver for World Omni Financial Corp. under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such issuing entity or depositor, as applicable, is in default or in danger of default, (b) appointment of the FDIC as receiver of the covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of World Omni Financial Corp. If the FDIC is appointed as received under OLA, the applicable issuing entity or the depositor will be considered a covered financial company under OLA and the FDIC will have all the powers and rights

45

with regards to the applicable issuing entity or the depositor that it has with regard to a covered financial company under OLA. Because of the novelty of the Dodd-Frank Act and OLA provisions, the uncertainty of the Secretary of the Treasury’s determination and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the Secretary of the Treasury would not determine that the failure of World Omni Financial Corp. would have serious adverse effects on the financial stability in the United States. In addition, no assurance can be given that OLA provisions would not apply to World Omni Financial Corp., a particular issuing entity or the depositor or, if it were to apply, that the timing and amounts of payments to the related series of noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under OLA

If the FDIC were appointed receiver of World Omni Financial Corp. or of a covered subsidiary, including the applicable issuing entity or the depositor, under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which World Omni Financial Corp. or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of World Omni Financial Corp.’s or such covered subsidiary’s affairs, as applicable. In January 2011, the then acting General Counsel of the FDIC (the “FDIC Counsel“) issued an advisory opinion confirming, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the FDIC Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the FDIC Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include World Omni Financial Corp. or its subsidiaries (including the depositor or the applicable issuing entity), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the FDIC Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include World Omni Financial Corp. or its subsidiaries (including the depositor or the applicable issuing entity), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. The foregoing FDIC Counsel’s interpretation currently remains in effect. The advisory opinion also states that the FDIC anticipates recommending consideration of future regulations related to the Dodd-Frank Act. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving World Omni Financial Corp. or its subsidiaries (including the depositor or your issuing entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the applicable issuing entity would be delayed and could be reduced.

We will structure the transfers of receivables under each purchase agreement and the related sale and servicing agreement with the intent that they would be characterized as legal true sales under applicable state law and that the receivables would not be included in the transferor’s bankruptcy estate under the United States Bankruptcy Code. If the transfers are so characterized, based on the FDIC Counsel advisory January 2011 opinion and other applicable law, the FDIC would not be able to recover the transferred receivables using its repudiation power. However, if the FDIC were to successfully assert that the transfers of receivables were not legal true sales and should instead be characterized as a security interest to secure loans, and if the FDIC repudiated those loans, the purchasers of the receivables or the noteholders, as applicable, would have a claim for their “actual direct compensatory damages,” which claim would be no less than the amount lent plus interest

46

accrued to the date the FDIC was appointed receiver. In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser or the noteholders, as applicable, would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance. In addition, even if the FDIC were to challenge that the transfers were not legal true sales and such challenges were unsuccessful, or that the FDIC would not repudiate a legal true sale, noteholders could suffer delays in the payments on their notes.

Also assuming that the FDIC were appointed receiver of World Omni Financial Corp. or of a covered subsidiary, including the applicable issuing entity or the depositor, under OLA, the FDIC’s repudiation power would extend to continuing obligations of World Omni Financial Corp. or that covered subsidiary, as applicable, including its obligations to repurchase receivables for breach of representation or warranty as well as its obligation to service the receivables. If the FDIC were to exercise this repudiation power, noteholders would not be able to compel World Omni Financial Corp. or any applicable covered subsidiary to repurchase receivables for breach of representation and warranty and instead would have a claim for damages against World Omni Financial Corp.’s or that covered subsidiary’s receivership estate, as applicable, and thus would suffer delays and may suffer losses of payments on their notes. Noteholders would also be prevented from replacing the servicer during the stay. In addition, if the FDIC were to repudiate World Omni Financial Corp.’s obligations as servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and noteholders may suffer delays or losses of payments on their notes. In addition, there are other statutory provisions enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal and interest on the notes issued by the related issuing entity would be delayed and may be reduced.

In addition, under OLA, none of the parties to the purchase agreement, sale and servicing agreement, the administration agreement and the indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect World Omni Financial Corp.’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of World Omni Financial Corp. or of a covered subsidiary. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s or covered subsidiary’s contracts or property is comparable to the “automatic stay” in bankruptcy.

If an issuing entity were to become subject to OLA, the FDIC may repudiate the debt of such issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of such issuing entity for “actual direct compensatory damages” as described above, but delays in payments on such series of notes would occur and possible reductions in the amount of those payments could occur. In addition, for a period of 90 days after a receiver was appointed, noteholders would be stayed from accelerating the debt or exercising any remedies under the indenture.

FDIC’s Avoidance Power Under OLA

Under statutory provisions of OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of receivables that are deemed “preferential.” Under one potential interpretation of these provisions, the FDIC could avoid as a preference transfers of receivables evidenced by certain written contracts and perfected by the filing of a UCC financing statement against World Omni Financial Corp., the depositor and the applicable issuing entity, as applicable, unless the contracts were physically delivered to the transferee or its custodian or were marked in a manner legally sufficient to indicate the rights of the indenture trustee. If a transfer of receivables were avoided as preferential, the transferee would have only an unsecured claim in the receivership for the purchase price of the receivables.

However, in December 2010, the FDIC Counsel issued an advisory opinion to the effect that the preference provisions of OLA should be interpreted in a manner consistent with the United States Bankruptcy Code. Based on the FDIC Counsel’s interpretation of the preference provisions of OLA, a transfer of the receivables perfected

47

by the filing of a UCC financing statement against World Omni Financial Corp., the depositor and the applicable issuing entity as provided in the applicable purchase agreement, sale and servicing agreement and indenture would not be avoidable by the FDIC as a preference under OLA. Although the advisory opinion does not bind the FDIC or its Board of Directors and could be withdrawn or modified in the future, the advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors adopt regulations to the same effect. On July 6, 2011, the Board of Directors of the FDIC adopted a final rule to further clarify the application of OLA, including a clarification that the preferential transfer provisions of the Dodd-Frank Act are to be implemented consistently with the corresponding provisions of the Bankruptcy Code. The final rule conforms to the interpretation provided by the advisory opinion of the FDIC Counsel, except that the FDIC did not address repudiation issues. To the extent that regulations adopted by the FDIC or subsequent FDIC actions in an OLA proceeding are contrary to the advisory opinion or the final rule, payments or distributions of principal of and interest on the securities issued by your issuing entity could be delayed or reduced.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the rehabilitation plan, may reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy, leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness. In addition, the Servicemembers Civil Relief Act and similar state legislation may limit the interest payable on a receivable during an obligor’s active duty in the military. We refer you to “Risk Factors—Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment” in this prospectus.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material federal income tax consequences of the purchase, ownership and disposition of the notes. However, the summary does not purport to deal with federal income tax consequences applicable to all categories of holders, some of which may be subject to special rules. For example, it does not discuss the tax treatment of noteholders that are insurance companies, regulated investment companies or dealers in securities. This discussion is directed to prospective purchasers who purchase notes in the initial distribution and who hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended. Prospective investors are encouraged to consult their own tax advisors in determining federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes.

The following summary is based upon current provisions of the Internal Revenue Code, the Treasury regulations promulgated thereunder, judicial authority, and ruling authority, all of which are subject to change, which change may be retroactive. Each issuing entity will be provided with an opinion of Kirkland & Ellis LLP, special federal tax counsel to the issuing entity, regarding certain federal income tax matters discussed below. Such opinion may be subject to qualifications and assumptions as set forth therein. An opinion of federal tax counsel, however, is not binding on the IRS or the courts. Moreover, there are no cases or IRS rulings on similar transactions involving debt issued by an issuing entity with terms similar to those of the notes. As a result, the IRS may disagree with all or a part of the discussion below. No ruling on any of the issues discussed below will be sought from the IRS. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth herein as well as the tax consequences to holders of the notes. For purposes of the following summary, references to the issuing entity, the notes and related terms, parties and documents shall be deemed to refer, unless otherwise specified, to each issuing entity and the notes and related terms, parties and documents applicable to the issuing entity.

48

Tax Characterization of the Issuing Entity

Kirkland & Ellis LLP will deliver its opinion that the issuing entity will not be an association or publicly traded partnership taxable as a corporation for federal income tax purposes. This opinion will be based on the assumption that the terms of the sale and servicing agreement and indenture and related documents will be complied with, including that the issuing entity will not make an affirmative election to be treated as a corporation. Such opinion may also be subject to qualifications and other assumptions as set forth therein.

If the issuing entity were taxable as a corporation for federal income tax purposes, the issuing entity would be subject to corporate income tax on its taxable income. The issuing entity’s taxable income would include all its income on the receivables, possibly reduced by its interest expense on the notes. Any corporate income tax would materially reduce or eliminate cash otherwise available to make payments on the notes.

Tax Consequences to Holders of the Notes

Treatment of the Notes as Indebtedness

The depositor will agree, and the noteholders will agree by their purchase of notes, to treat the notes as debt for federal, state and local income and franchise tax purposes. Prior to the sale of notes by the related issuing entity, federal tax counsel will deliver its opinion to the issuing entity with respect to each series of notes that either:

• the notes of the series will be characterized as debt for federal income tax purposes; or

• the notes of the series should be characterized as debt for federal income tax purposes, but if the notes are not characterized as debt, the notes will be characterized as interests in a partnership.

Except as described below under the heading “—Possible Alternative Treatment of the Notes,” the discussion below assumes that the characterization of the notes as debt for federal income tax purposes is correct.

Original Issue Discount

The discussion below assumes that all payments on the notes are denominated in U.S. dollars, and that the notes are not “interest only” or “principal only” notes. To the extent we offer these notes, the related prospectus supplement will describe the relevant federal income tax consequences. Moreover, the discussion assumes that the interest formula for the notes meets the requirements for “qualified stated interest” under Treasury regulations relating to debt instruments issued with OID. Finally, the discussion assumes that any OID on the notes, that is, any excess of the principal amount of the notes over their issue price, is de minimis, or less than 0.25% of their principal amount multiplied by the maturity of the notes, all within the meaning of the OID regulations. If these conditions are not satisfied with respect to any given series of notes and as a result the notes are treated as issued with OID, a noteholder would be required to include OID in income as interest over the term of the note under a constant yield method. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, to the extent OID has accrued as of the date of the interest distribution and is not allocated to prior distributions, each cash distribution would be treated as an amount already included in income or as a repayment of principal. This treatment would have no significant effect on noteholders using the accrual method of accounting. However, cash method noteholders may be required to report income with respect to the notes in advance of the receipt of cash attributable to such income. Even if a note has OID falling within the de minimis exception, the noteholder must include such OID in income proportionately as principal payments are made on such note.

49

Interest Income on the Notes

Based on the above assumptions, except as discussed below, the notes will not be considered issued with OID. The stated interest thereon generally will be taxable to a noteholder as ordinary interest income when received or accrued in accordance with the noteholder’s method of tax accounting. Under the OID regulations, a holder of a note issued with a de minimis amount of OID generally must include OID in income, on a pro rata basis, as principal payments are made on the note. Any prepayment premium paid as a result of a mandatory redemption will be taxable as ordinary income when it becomes fixed and unconditionally payable. A purchaser who buys a note for more or less than its principal amount will generally be subject, respectively, to the premium amortization or market discount rules of the Internal Revenue Code.

A holder of a Short-Term Note may be subject to special rules. Under the OID regulations, all stated interest will be treated as OID. An accrual basis holder of a Short-Term Note and some cash basis holders, including regulated investment companies, as described in Section 1281 of the Internal Revenue Code generally would be required to report interest income as OID accrues on a straight-line basis over the term of each interest period. Cash basis holders of a Short-Term Note would, in general, be required to report interest income as interest is paid, or, if earlier, upon the taxable disposition of the Short-Term Note. However, a cash basis holder of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Internal Revenue Code to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the taxpayer would include OID on the Short-Term Note in income as it accrues, but would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Market Discount

Whether or not the notes are issued with OID, a purchaser who acquires a note at a discount may be subject to the “Market Discount Rules” of Sections 1276 through 1278 of the Internal Revenue Code. In general, these rules provide that if the holder of a note purchases the note at a market discount, which is a discount from its original issue price plus any accrued OID that exceeds a de minimis amount specified in the Internal Revenue Code, and thereafter recognizes gain upon a disposition or receives a principal payment, the lesser of:

• the gain or the principal payment; or

• the accrued market discount not previously included in income will be taxed as ordinary income.

Generally, the accrued market discount for each interest accrual period will be the total market discount, not previously included in income, on the note multiplied by a fraction, the numerator of which is the interest or OID, if the note was issued with more than de minimis OID, for such period and the denominator of which is the total interest or OID from the beginning of such period to the maturity date of the note. The holder may elect, however, to determine accrued market discount under the constant yield method. The adjusted basis of a note subject to the election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a subsequent sale or taxable disposition. Holders are encouraged to consult with their own tax advisors as to the effect of making this election.

Limitations imposed by the Internal Revenue Code, which are intended to match deductions with the taxation of income, may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a note with accrued market discount. A noteholder who elects to include market discount in gross income as it accrues, however, is exempt from this rule.

Notwithstanding the above rules, market discount on a note will be considered to be zero if it is less than a de minimis amount, which is 0.25% of the remaining principal balance of the note multiplied by its expected remaining life. If market discount is de minimis, the actual amount of discount must be allocated to the remaining principal distributions on the note, and when the distribution is received, capital gain will be recognized equal to discount allocated to the distribution.

50

Amortizable Bond Premium

In general, if a subsequent purchaser acquires a note at a premium, that is an amount in excess of the amount payable upon the maturity of the note, the noteholder will be considered to have purchased the note with “amortizable bond premium” equal to the amount of the excess. A noteholder may elect to deduct the amortizable bond premium as it accrues under a constant yield method over the remaining term of the note. Accrued amortized bond premium may only be used as an offset against qualified stated interest income when the income is included in the holder’s gross income under the holder’s normal accounting method.

Net Investment Income

Recently enacted legislation generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. United States holders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Election to Treat All Interest as Original Issue Discount

A holder may elect to include in gross income all interest that accrues on a note using a constant yield method. For purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. In applying the constant yield method to a note with respect to which this election has been made, the issue price of the note will equal the electing holder’s adjusted basis in the note immediately after its acquisition, the issue date of the note will be the date of its acquisition by the electing holder, and no payments on the note will be treated as payments of qualified stated interest. This election, if made, may not be revoked without the consent of the IRS. Holders are encouraged to consult with their own tax advisors as to the effect of making this election in light of their individual circumstances.

Sale or Other Disposition

If a noteholder sells a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular noteholder will equal the holder’s cost for the note, increased by any market discount, OID and gain previously included by the noteholder in income with respect to the note and decreased by the amount of premium, if any, previously amortized and by the amount of principal payments previously received by the noteholder with respect to the note. Any gain or loss will be capital gain or loss, except for gain representing accrued interest and accrued market discount not previously included in income. Capital losses generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of other income. Capital gains realized by individual taxpayers from the sale or exchange of capital assets held for more than one year are subject to preferential rates of tax.

Non-U.S. Holders

Interest paid or accrued to a noteholder who is a Non-U.S. Person generally will be considered “portfolio interest,” and generally will not be subject to United States federal income tax or withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person and the Non-U.S. Person:

• is not actually or constructively a “10 percent shareholder” of the issuing entity or the depositor, including a holder of 10% of the outstanding certificates, or a “controlled foreign corporation” with respect to which the issuing entity or the depositor is a “related person” within the meaning of the Internal Revenue Code; and

51

• provides the trustee or other person who is otherwise required to withhold U.S. tax with respect to the notes with an appropriate statement on Form W-8BEN or a similar form signed under penalties of perjury, certifying that the beneficial owner of the note is a foreign person and providing the foreign person’s name and address.

If the information provided in this statement changes, the Non-U.S. Person must inform the issuing entity within 30 days of the change. If a note is held through a securities clearing organization or some other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by a W-8BEN or a similar form provided by the Non-U.S. Person that owns the note. If the interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Non-U.S. Person will be exempt from United States federal income and withholding tax; provided that:

• the gain is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Person; and

• in the case of an individual Non-U.S. Person, the Non-U.S. Person is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a Non-U.S. Person is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Person, the holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, generally will be subject to United States federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the foreign person is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an applicable tax treaty.

Backup Withholding

Each holder of a note, other than an exempt holder such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident, will be required to provide, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt noteholder fail to provide the required certification, the issuing entity will be required to withhold the required amount (currently at 28%) otherwise payable to the holder and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Foreign Account Tax Compliance

Congress recently enacted legislation that significantly changes the reporting requirements imposed on certain Non-U.S. Persons, including certain foreign financial institutions and investment funds. In general, a 30% withholding tax could be imposed on payments made to any such Non-U.S. Persons unless such Non-U.S. Person complies with certain reporting requirements regarding its direct and indirect U.S. shareholders and/or U.S. accountholders. Such withholding could apply to payments regardless of whether they are made to such Non-U.S. Person in its capacity as a holder of a note or in a capacity of holding a note for the account of another. These rules were generally to be effective with respect to payments made after December 31, 2012, but would exempt from withholding payment on, or proceeds in respect of, debt instruments outstanding on the date two years after the date of enactment (March 18, 2010). A recent Internal Revenue Service publication states that these rules are now effective with respect to payments made after December 31, 2013. The IRS recently published proposed Treasury Regulations with respect to this legislation which would exempt from withholding

52

any payment on debt instruments outstanding on January 1, 2013. The proposed Treasury Regulations have not been adopted as final. Although proposed Treasury Regulations have been issued, the scope and application of this legislation remain unclear. As a result, potential investors are encouraged to consult with their tax advisors regarding the possible implications of this legislation on an investment in the notes.

Possible Alternative Treatment of the Notes

In the opinion of federal tax counsel, in the event that any series of notes were not treated as debt for federal income tax purposes, the series of notes would be characterized for federal income tax purposes as interests in a partnership. In such case, it is expected that stated interest payments on the notes would be treated either as guaranteed payments under section 707(c) of the Internal Revenue Code or as a preferential allocation of net income of the issuing entity, with all other items of trust income, gain, loss, deduction and credit being allocated to the holders of the notes. Although the federal income tax treatment of the notes for most accrual basis taxpayers should not differ materially under the characterization from the treatment of the notes as debt, the characterization could result in adverse effects for some holders of notes. For example, holders of notes treated as interests in a partnership could be subject to tax on income equal to the entire amount of the stated interest payments on the notes, plus possibly some other items, even though the issuing entity might not have sufficient cash to make current cash distributions of the amount. Thus, cash basis holders would in effect be required to report income in respect of the notes on the accrual basis and holders of the notes could become liable for taxes on trust income even if they have not received cash from the issuing entity to pay the taxes. Moreover, income allocable to a holder of a note treated as a partnership interest that is a pension, profit-sharing, employee benefit plan, or other tax-exempt entity, including an individual retirement account, could constitute “unrelated debt-financed income” generally taxable to a holder under the Internal Revenue Code. In addition, foreign persons holding the notes could be subject to withholding or required to file a U.S. federal income tax return and to pay U.S. federal income tax, and, in the case of a corporation, branch profits tax, on their share of accruals of guaranteed payments and trust income, and individuals holding the notes might be subject to some limitations on their ability to deduct their share of trust expenses.

Tax Shelter Disclosure and Investor List Requirements

Treasury regulations directed at abusive tax shelter activity appear to apply to transactions not conventionally regarded as tax shelters. Such Treasury regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain information related to such transactions. Organizers and depositors of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand.

A transaction may be a “reportable transaction” based upon any of several indicia, one or more of which may be present with respect to your investment. Significant penalties can be imposed for failure to comply with these disclosure requirements. Prospective investors should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirements. Prospective investors are encouraged to consult their tax advisors concerning any possible disclosure obligation with respect to their investment.

CERTAIN ERISA CONSIDERATIONS

The prospectus supplement for each series of securities will summarize, subject to the limitations discussed in each prospectus supplement, considerations under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code or similar state laws relevant to the purchase of the securities by employee benefit plans, individual retirement accounts and other investors subject to such laws.

53

PLAN OF DISTRIBUTION

The notes offered hereby and by means of the related prospectus supplements will be offered through one or more of the methods described below. The prospectus supplement with respect to each series of securities will describe the method of offering of the series of securities, including the initial public offering or purchase price of each class of securities or the method by which the price will be determined and the net proceeds to the depositor of the sale.

The offered notes will be offered through the following methods from time to time and offerings may be made concurrently through more than one of these methods, or an offering of a particular series of securities may be made through a combination of two or more of these methods:

• by negotiated firm commitment underwriting and public reoffering by underwriters specified in the applicable prospectus supplement;

• by placements by the depositor with investors through dealers; and

• by direct placements by the depositor with investors.

As more fully described in the prospectus supplement, if underwriters are used in a sale of any offered notes, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment of the sale. Firm commitment underwriting and public reoffering by underwriters may be done through underwriting syndicates or through one or more firms acting alone. The specific managing underwriter or underwriters, if any, with respect to the offer and sale of the offered notes of a particular series will be described on the cover of the related prospectus supplement and the members of the underwriting syndicate, if any, will be named in the prospectus supplement. If so specified in the related prospectus supplement, the offered notes will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by the underwriters named in the underwriting agreement. The prospectus supplement will describe any discounts and commissions to be allowed or paid by the depositor to the underwriters, any other items constituting underwriting compensation and any discounts and commissions to be allowed or paid to the dealers. The obligations of the underwriters will be subject to certain conditions precedent. The underwriters with respect to a sale of any class of securities will be obligated to purchase all the securities if any are purchased.

The depositor and World Omni Financial Corp. will agree to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments required to be made in respect of the civil liabilities.

The place and time of delivery for any series of securities in respect of which this prospectus is delivered will be described in the accompanying prospectus supplement. To the extent specified in the prospectus supplement for the related series, the depositor may retain or an affiliate of the depositor may purchase all or a portion of a class or classes of securities. Some or all of such securities may be sold by the depositor or its affiliates on or after the applicable closing date in one or more negotiated transactions at varying prices to be determined at the time of sale.

FINANCIAL INFORMATION

Certain specified trust assets will secure each series of securities. No issuing entity will engage in any business activities or have any assets or obligations prior to the issuance of the related series of securities. Accordingly, no financial statements with respect to any trust assets will be included in this prospectus or in the related prospectus supplement.

A prospectus supplement may contain the financial information or financial statements of any provider of credit enhancement.

54

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC that is incorporated by reference into this prospectus will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or a prospectus supplement. We incorporate by reference into this prospectus any future annual report on Form 10-K, distribution report on Form 10-D or current report on Form 8-K, or any amendment to any such form, we file with the SEC prior to the termination of the offering of the notes offered by this prospectus. These periodic reports will be filed under file
number 333-[            ].

For the time period that the applicable issuing entity is required to report under the Securities Exchange Act of 1934, the aforementioned periodic reports with respect to that issuing entity will be available to you through our website at http://www.worldomni.com/asset_securities.asp as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. The reports to securityholders referenced throughout this prospectus and the related prospectus supplement will also be made available through such website.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of the person, a copy of any and all of the documents incorporated by reference in this prospectus, not including the exhibits to the documents, unless the exhibits are specifically incorporated by reference in the documents. Requests for the copies should be directed to the office of the General Counsel, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 (954) 429-2200.

This prospectus and the prospectus supplement for each series are parts of our registration statement. This prospectus does not contain, and the related prospectus supplement will not contain, all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus and any prospectus supplement may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling (800) 732-0330. The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the EDGAR system. Copies of the trust documents relating to a series of securities will be provided to each person to whom a prospectus and the related prospectus supplement are delivered, upon written or oral request directed to our offices at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 (954) 429-2200.

LEGAL MATTERS

The validity of the notes offered hereby and certain federal income tax matters will be passed upon for the depositor by Kirkland & Ellis LLP or by other counsel identified in the related prospectus supplement.

55

GLOSSARY OF TERMS TO THE PROSPECTUS

The following are definitions of terms in this prospectus. References to the singular form of defined terms in this prospectus include reference to the plural and vice versa.

“Bankruptcy Action” means (1) the institution of or the consenting to the institution of any proceeding to have the issuing entity declared or adjudicated bankrupt or insolvent, (2) the filing of a petition or consent to a petition seeking reorganization or relief on behalf of the issuing entity under any applicable federal or state law relating to bankruptcy, (3) the consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the issuing entity or a substantial portion of the assets of the issuing entity, (4) any assignment for the benefit of the issuing entity’s creditors, (5) causing the issuing entity to admit in writing its inability to pay its debts generally as they become due, and (6) the taking of any other action (or causing the issuing entity to take any action) that would further items (1) through (6).

“Dodd-Frank Act” is defined on page 45.

“Events of Default” has the meaning, unless otherwise set forth in the prospectus supplement, set forth in “Description of the Notes—The Indenture.”

“FDIC” is defined on page 45.

“Five-State Area” means Alabama, Florida, Georgia, North Carolina and South Carolina.

“JMFE” means JM Family Enterprises, Inc., a Delaware corporation.

“Non-U.S. Person” means a nonresident alien, foreign corporation or other non-U.S. Person.

“OLA” is defined on page 45.

“SEC” is defined on page 32.

“Short-Term Note” means a note which has a fixed maturity date not more than one year from the issue date of that note.

“Simple Interest Receivable” means a receivable that provides for the allocation of payments between finance charges and principal based on the actual date on which a payment is received.

“Trust Accounts” means the collection account, the distribution account, any pre-funding account, any reserve account and other accounts so identified in the related prospectus supplement.

“U.S. Person” means:

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

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

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

• a trust 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

• to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996, which are eligible to elect to be treated as U.S. Persons.

56

$[            ]

World Omni Auto Receivables Trust 20[      ]-[      ]

Issuing Entity

World Omni Auto Receivables LLC

Depositor

World Omni Financial Corp.

Servicer and Sponsor

Asset-Backed Notes

Series 20[    ]-[    ]

PROSPECTUS SUPPLEMENT

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus and prospectus supplement is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and prospectus supplement is current only as of the date of this prospectus supplement. Until ninety days after the date of this prospectus supplement, all dealers effecting transactions in the offered notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealers’ obligation to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to an unsold allotment or subscription.

Joint Bookrunners of the Class A Notes

[            ] [            ] [            ]

Co-Managers of the Class A Notes

[            ] [            ] [            ] [            ] [            ] [            _]

[Underwriters of the Class B Notes]

[            ] [            ] [            ]

The date of this Prospectus Supplement is [            ], 20[    ]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities, other than underwriting discounts and commissions, described in this Registration Statement:

Securities and Exchange Commission registration fee	$	*
Printing and engraving costs		*
Legal fees		*
Trustee fees and expenses		*
Accountant’s fees		*
Rating Agencies’ fees		*
Miscellaneous expenses		*
Total		*

* To be filed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following is a summary of the statutes, limited liability company agreement or other arrangements under which the Registrant’s directors and officers are insured or indemnified against liability in their capacities as such.

Limited Liability Company Agreement

The Registrant was formed under the laws of Delaware. The limited liability company agreement of the Registrant provides, in effect, that, subject to certain limited exceptions, it will indemnify its members, directors or officers and may indemnify any employee or agent of the Registrant who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Registrant, where such person is a party because such person is or was a member, director, officer, employee, or agent of the Registrant. The Registrant’s limited liability company agreement also provides that it will generally indemnify its members and directors against expenses, including attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by a director in connection with an action, suit or proceeding relating to acts or omissions of that director regarding specified items relating to bankruptcy and insolvency.

In general, the Registrant will indemnify its members, directors or officers and may indemnify its employees or agents against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with an action, suit or proceeding. To the fullest extent permitted by law, the Registrant will also indemnify such member, director or officer and may indemnify such employee or agent if the person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action proceeding, the person must have had no reasonable cause to believe his misconduct was unlawful. Unless ordered by a court, certain indemnifications shall be made by the Registrant only as it authorizes in the specific case after (1) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (2) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the disinterested members or, if there is only one member, by that member. However, no indemnification shall be provided to any member, director, officer, employee or agent of the Registrant for or in connection with (1) the receipt of a financial benefit to which the person is not entitled; (2) voting for or assenting to a distribution to members in violation of the limited liability company agreement or the Delaware Limited Liability Company Act (the “Act”); (3) a knowing violation of law; or (4) acts or missions of such person constituting willful misconduct or gross negligence. To the extent that a member, director, officer, employee, or agent of the Registrant has been successful on the merits or otherwise in defense of an action, suit, or proceeding or in defense of any claim, issue, or other matter in such action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

In addition, no member, director or officer of the Registrant shall be liable to the Registrant or any other person who has an interest in the Registrant for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member, director or officer in good faith on behalf of the Registrant and in a manner reasonably believed to be within the scope of the authority conferred on such member, director or officer by the limited liability company agreement of the Registrant, except that a member, director or officer shall be liable for any such loss, damage or claim incurred by reason of such member’s director’s or officer’s willful misconduct or gross negligence.

II-1

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Delaware Limited Liability Company Act

Section 18-108 of the Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Liability Insurance

The Registrant also maintains insurance providing for payment, subject to certain exceptions, on behalf of officers, director and managers of the Registrant and its subsidiaries of money damages incurred as a result of legal actions instituted against them in their capacities as such officers, directors of managers (whether or not such person could be indemnified against such expense, liability or loss under the Act).

Underwriting Agreement

Each underwriting agreement will provide that the underwriter will indemnify the Registrant against specified liabilities, including liabilities under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

(a) As to Rule 415:

The undersigned registrant on Form S-3 hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) If the registrant is relying on Rule 430B (§ 230.430B): (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3)) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) ((§ 230.415(a)(1)(i), (vii), or (x)) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C (§ 230.430C), each prospectus filed pursuant to Rule 424(b) as part of this registration statement, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430(a)), shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to the equity offerings of nonreporting registrants:

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

II-3

(d) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) As to qualification of Trust Indentures under Trust Indenture Act of 1939 for delayed offerings:

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Rule 430A:

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) As to Regulation AB:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended, of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield Beach, State of Florida, on the 2nd day of August, 2012.

WORLD OMNI AUTO RECEIVABLES LLC

/s/ Eric M. Gebhard

Eric M. Gebhard

Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Frank A. Armstrong and Eric M. Gebhard as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (including the undersigned’s capacity as a director and/or officer of World Omni Auto Receivables LLC), to sign this registration statement and any registration statement that is to become effective upon filing pursuant to Rule 462 under the Securities Act relating to any offering of securities in connection with this registration statement and any or all amendments (including post-effective amendments) to any such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as either or both might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 2, 2012 by the following persons in the capacities indicated.

Signature	Title
/s/ Frank A. Armstrong Frank A. Armstrong	President and Director (Principal executive officer)
/s/ Eric M. Gebhard Eric M. Gebhard	Treasurer (Principal financial and accounting officer)
/s/ Colin W. Brown Colin W. Brown	Director
/s/ Daniel M. Chait Daniel M. Chait	Senior Vice President and Director
/s/ Bernard J. Angelo Bernard J. Angelo	Director
/s/ Kevin P. Burns Kevin P. Burns	Director

II-5

EXHIBIT INDEX

Exhibit Index	Description
1.1	Form of Underwriting Agreement for the Notes
3.1	Certificate of Formation of the Registrant
3.2***	Limited Liability Company Agreement of the Registrant (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-355542, filed on April 25, 2000)
3.3***	Amendment No. 1 to Limited Liability Company Agreement of the Registrant (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-159392, filed on August 11, 2009)
4.1	Form of Sale and Servicing Agreement among World Omni Financial Corp., World Omni Auto Receivables LLC (the “Depositor”) and World Omni Auto Receivables Trust 20[    ]-[    ] (the “Issuing Entity”)
4.2	Form of Indenture between the Issuing Entity and the Indenture Trustee
4.3	Form of Trust Agreement between the Depositor and the Owner Trustee
5.1*	Opinion of Kirkland & Ellis LLP with respect to legality
8.1*	Opinion of Kirkland & Ellis LLP with respect to federal income tax matters
23.1*	Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1 and Exhibit 8.1)
23.2*	Consent of Bilzin Sumberg Baena Price & Axelrod LLP
24.1	Power of Attorney for Depositor (included in signature page)
25.1**	Statement of Eligibility of the Indenture Trustee for the Notes
99.1	Form of Receivables Purchase Agreement between World Omni Financial Corp. and the Depositor
99.2	Form of Administration Agreement among World Omni Financial Corp., the Issuing Entity and the Indenture Trustee

* To be filed by amendment.

** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

*** Previously filed; incorporated by reference.

E-1

EX-1.1

Exhibit 1.1

WORLD OMNI AUTO RECEIVABLES TRUST 20[            ]-[            ]

[$[            ]]

[[            ]% Asset Backed Notes, Class A-1]

[$[            ]]

[[            ]% Asset Backed Notes, Class A-2]

[$[            ]]

[[            ]% Asset Backed Notes, Class A-3]

[$[            ]]

[[            ]% Asset Backed Notes, Class A-4]

[$[            ]]

[[            ]% Asset Backed Notes, Class B]

UNDERWRITING AGREEMENT

[            ]

[            ]

[            ]

[            ]

as Representatives of the Several Underwriters

Dear Ladies and Gentlemen:

1. Introductory. World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with [            ], [            ] and [            ] and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”), with respect to the sale by the Depositor of [$[            ] aggregate principal amount of [            ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[            ] aggregate principal amount of [            ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[            ] aggregate principal amount of [            ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[            ] aggregate principal amount of [            ]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), and $[            ] aggregate principal amount of [            ]% Asset Backed Notes, Class B (the “Class B Notes”)] of World Omni Auto Receivables Trust 20[            ]-[            ] (the “Trust”) under the terms and conditions herein contained. [The Class [            ] Notes, Class [            ] Notes, Class [            ] Notes and Class [            ] Notes are collectively referred to herein as the “[Underwritten] Notes”.] [The [Underwritten] Notes are to be issued together with $[            ]

aggregate principal amount of [            ]% Asset Backed Notes, Class [            ] (the “Class [            ] Notes”).] [The Class [            ] Notes will be retained by the Depositor or sold to one or more affiliates thereof.] [The [Underwritten] Notes, together with the Class [            ] Notes, are collectively referred to herein as the “Notes”.]

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

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

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

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

At or prior to the time when sales (including any contracts of sale) of the [Underwritten] Notes were first made to investors by the Underwriters, which shall be deemed to be [            ] [a/p].m. EDT on [            ] (the “Time of Sale”), the Depositor had prepared (A) the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated [            ] (the “Preliminary Prospectus Supplement”) and the base

2

prospectus dated [            ] (together, and along with any information contained in Appendix A thereto (entitled “Static Pool Information About Certain Previous Securitized Pools”), the “Preliminary Prospectus”), and (ii) the “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)), listed on Schedule III hereto dated [            ] relating to the ratings on the [Underwritten] Notes (as may be amended with the approval in writing of the parties hereto) and (B) the road show presentation, dated [            ] (the “Road Show”). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the meaning of Rule 159 under the Act). If, following any such termination, the Underwriters, with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for the [Underwritten] Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representatives.

2. Representations and Warranties of the Depositor and World Omni. Each of the Depositor and World Omni, jointly and severally, (and with respect to Section 2(ee), only, World Omni) represents and warrants to, and agrees with each of the Underwriters that:

(a) The registration statement on Form S-3 (No. 333-[            ]), including a prospectus, relating to the [Underwritten] Notes (x) has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective and is still effective as of the date hereof and (y) was declared effective by the Commission within three years prior to the Closing Date. Such registration statement, as amended as of the date of this Underwriting Agreement (the “Agreement”) is hereinafter referred to as the “Registration Statement,” and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the [Underwritten] Notes as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act including all material incorporated by reference therein, is hereinafter referred to as the “Prospectus”; a “preliminary prospectus” means any form of prospectus, including any prospectus supplement, relating to the [Underwritten] Notes that is subject to completion; the “Base Prospectus” means the base prospectus dated [            ] included in the Prospectus; the “Prospectus Supplement” means the prospectus supplement dated the date hereof included in the Prospectus. The Depositor has filed the Preliminary Prospectus on [            ], within the applicable period of time required under the Act and the Rules and Regulations.

(b) (i) As of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2), and any amendment thereto under the Act, the Registration Statement complied, and on the date of this Agreement the Registration Statement will comply, in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) and at such times did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on the date of this Agreement, at the time of the filing of the Prospectus pursuant to Rule 424(b) and at the

3

Closing Date, the Prospectus will comply in all material respects with the requirements of the Act and the Rules and Regulations (provided, that, the Depositor has prepared the Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120) and does not include, or will not include, any untrue statement of a material fact, nor does the Prospectus omit, nor will it omit, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Registration Statement or Prospectus based solely upon written information furnished to the Depositor or World Omni by any Underwriter through the Representatives specifically for use therein; provided that, the only such information furnished to the Depositor or World Omni consists of the information set forth [(i) in the Preliminary Prospectus in (x) the first sentence under the heading “Risk Factors—You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” and (y) the third paragraph, the table following the third paragraph, the sixth paragraph, the third and fourth sentences of the seventh paragraph and the first sentence of the tenth paragraph under the heading “Underwriting” and (ii) in the Prospectus in (x) the first sentence under the heading “Risk Factors—You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” and (y) the second paragraph, the table following the second paragraph, the fifth paragraph, the third and fourth sentences of the sixth paragraph and the first sentence of the ninth paragraph under the heading “Underwriting”] (the “Underwriters’ Information”). The Prospectus delivered to you for use in connection with the offering of the [Underwritten] Notes will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, except to the extent permitted by Regulation S-T.

(c) (i) The Preliminary Prospectus, at the time of filing of the Preliminary Prospectus pursuant to 424(b), did not contain any untrue statement of a material fact, nor did the Preliminary Prospectus omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, that for purposes of this representation, any amendment or supplement to the Preliminary Prospectus made prior to the Time of the Sale will be deemed to be part of the Preliminary Prospectus as of the time of filing thereof) and (ii) the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.

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

(e) To the best of its knowledge, each of the Initial Receivables and Initial Financed Vehicles as of the Initial Cutoff Date will meet the eligibility criteria for selection described in the Prospectus and in the Time of Sale Information. Each of the Subsequent Receivables and

4

Subsequent Financed Vehicles, if any, as of its Subsequent Cutoff Date will meet the eligibility criteria for selection described in the Prospectus and in the Time of Sale Information, and if any Receivable shall fail to meet such requirements it will repurchase such Receivable as required by the Basic Documents.

(f) The [Underwritten] Notes are “asset-backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Act.

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

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

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

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

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

(l) The Depositor is not in violation of its organizational or charter documents, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound, or to which any of its

5

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

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

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

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

6

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

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

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

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

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

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

7

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

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

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

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

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

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

8

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

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

(cc) On or prior to each subsequent transfer date, if any, World Omni and the Depositor shall deliver to the Underwriters, or cause the delivery of, any opinions and officer’s certificates, each dated such subsequent transfer date and, in the case of legal opinions, addressed to the Underwriters, that are required to be delivered to each “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) hired by World Omni to rate the [Underwritten] Notes (each, a “Rating Agency”) on such date.

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

(ee) World Omni has executed and delivered a written representation (the “17g-5 Representation”) to each Rating Agency that World Omni will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) with respect to the [Underwritten] Notes, and World Omni has complied and has caused the Depositor to comply with the 17g-5 Representation other than any breach of the 17g-5 Representation (A) that would not have a material adverse effect on the [Underwritten] Notes or (B) arising from a breach by any Underwriter of the representations, warranties and covenants set forth in Section 4(f) hereof.

(ff) The Depositor has complied with Rule 193 under the Act in connection with the offering of the [Underwritten] Notes.

3. Purchase, Sale and Delivery of the [Underwritten] Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of [Underwritten] Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the

9

following percentages of the aggregate initial principal balances thereof, [(i) in the case of the Class A-1 Notes, [            ]%, (ii) in the case of the Class A-2 Notes, [            ]%, (iii) in the case of the Class A-3 Notes, [            ]%, (iv) in the case of the Class A-4 Notes, [            ]% and (v) in the case of the Class B Notes, [            ]%].

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

The Depositor will deliver the [Underwritten] Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on [            ] or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kirkland & Ellis LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) at least 24 hours prior to the Closing Date.

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

4. Certain Agreements of the Underwriters.

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

(b) [Reserved].

(c) Each Underwriter hereby severally and not jointly represents and warrants to, and agrees with, the Depositor and World Omni, that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the [Underwritten] Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the [Underwritten] Notes in, from or otherwise involving the United Kingdom.

10

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

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

(f) Each Underwriter, severally and not jointly, represents, warrants and agrees that it (i) has not delivered, and will not deliver, any Rating Information (as defined below) to a Rating Agency or other nationally recognized statistical rating organization, and (ii) has not participated and will not participate, in any oral communication of Rating Information (as defined below) with any Rating Agency or other nationally recognized statistical rating organization unless a designated representative from World Omni participated or participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from World Omni or refer such Rating Agency to World Omni, who will respond to the oral communication. “Rating Information” means any oral or written information provided for the purpose of (x) determining the initial credit rating for the [Underwritten] Notes, including information about the characteristics of the Receivables and the legal structure of the [Underwritten] Notes or (y) undertaking credit rating surveillance on the [Underwritten] Notes, including information about the characteristics and performance of the Receivables.

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

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

11

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

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

(d) [Reserved].

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

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

12

(g) So long as any [Underwritten] Notes are outstanding, unless such information shall have been posted to the World Omni website, the Depositor or World Omni, as the case may be, will deliver or cause to be delivered to the Representatives, as soon as each becomes available, copies of (i) each report relating to the [Underwritten] Notes delivered to Noteholders pursuant to the Basic Documents and, (ii) the annual statement as to compliance and the annual statement of a firm of independent public accountants furnished pursuant to the Basic Documents, (iii) each periodic report required to be filed by the Depositor with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, and (iv) such other information in the possession of the Depositor concerning the Trust, the Depositor, the Notes or the Certificates as the Representatives may reasonably request from time to time.

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

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

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

(k) At or prior to the provision of the Subsequent Receivables Information, if any, the Representatives and the Depositor shall have received a letter from independent public accountants reasonably acceptable to the Representatives, dated the date thereof, confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters relating to the Subsequent Receivables Information. For purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives.

13

(l) World Omni will comply (and will cause the Depositor to comply) with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the [Underwritten] Notes or (ii) arising from a breach by any Underwriter of the representations, warranties and covenants set forth in Section 4(f) hereof.

6. Time of Sale Information and Free Writing Prospectus.

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

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

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

(iii) “Computer Tape Information” means written information regarding any Class of Notes or the related receivables contained in the electronic data file “[            ]” furnished by the Depositor to [            ] by email on [            ].

(b) The Depositor will not disseminate to any potential investor any information relating to any Class of Notes that constitutes a “written communication” within the meaning of Rule 405 under the Act, other than the Time of Sale Information and the Prospectus, unless the Depositor has obtained the prior consent of the Representatives. The Depositor hereby authorizes each Underwriter to provide potential investors in the [Underwritten] Notes access to the Road Show by means of the Internet web site located at www.netroadshow.com, which is operated by NetRoadShow, Inc. for such purpose; provided, that the foregoing shall not be deemed to constitute an authorization for any Underwriter to transmit (unless otherwise permissible under Section 6(f)(i)) a “written communication” (as defined in Rule 405 under the Act) contained in a separate file together with the Road Show.

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

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

14

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

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

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

(i) Other than the Time of Sale Information, each Free Writing Prospectus approved in writing by the Depositor, the Prospectus and the Road Show, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than, and the Underwriter conveying such information represents that such written communication contains no more than, the following: (1) the information in any Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor, (2) information relating to the class, size, rating, CUSIP/ISIN numbers, coupon, yield, spread, closing date, legal

15

maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, (3) the servicer clean up call, (4) the eligibility of the [Underwritten] Notes to be purchased by ERISA plans, (5) Prepricing Information, (6) a column or other entry showing the status of the subscriptions for the [Underwritten] Notes (both for the issuance as a whole and for each Underwriter’s retention) and/or expected pricing parameters of the [Underwritten] Notes and (7) Intex.cdi files (each such written communication, a “Permitted Underwriter Communication”); and (ii) each Underwriter will be permitted to provide confirmations of sale; provided, however, that no Underwriter has or may distribute any information described in subclauses (1) through (7) above that would be “issuer information” as defined in Rule 433 under the Act other than (A) information that has already been filed with the Commission, (B) preliminary terms of the Notes not required to be filed with the Commission and (C) information relating to the final terms of the Notes required to be filed with the Commission within two days of the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(b)(5)(ii) under the Act.

(ii) In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but not limited to Rules 164 and 433 under the Act and the requirements thereunder for retention of Free Writing Prospectuses, including retaining any Free Writing Prospectuses it has used but which are not required to be filed for the required period.

(iii) Prior to entering into any “contract of sale” (within the meaning of Rule 159 under the Act) (a “Contract of Sale”), the applicable Underwriter shall convey the Time of Sale Information to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

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

16

(g) Each Underwriter shall deliver to the Depositor, not less than one business day prior to the required date of filing thereof, all information included in a Permitted Underwriter Communication relating to the final terms of the Notes required to be filed with the Commission pursuant to Rule 433(b)(5)(ii) under the Act.

(h) The Depositor shall file with the Commission all information required to be filed that is delivered to it pursuant to Section 6(g) not later than two days after the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(b)(5)(ii) under the Act; provided, however, that the Depositor shall have no liability for any such failure resulting from the failure of any Underwriter to provide such information to the Depositor in accordance with Section 6(g).

(i) In the event that any Underwriter shall incur any costs or suffer any losses or damages in connection with the reformation of the Contract of Sale with any investor that received a Defective Prospectus, the Depositor and World Omni jointly and severally agree to reimburse such Underwriter for such costs, losses or damages on such terms as are consistent with the indemnification provisions of Section 8 hereof; provided, that such reimbursement obligations of the Depositor and World Omni shall not apply to any such reformation to the extent resulting from an untrue statement or omission in a Defective Prospectus contained in or omitted from the Defective Prospectus in reliance upon and in conformity with the Underwriter Information.

7. Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the [Underwritten] Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent:

(a) On the date of this Agreement, the Representatives and the Depositor shall have received a letter from independent public accountants reasonably acceptable to the Representatives, dated the date hereof, confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included in the Time of Sale Information or the Prospectus). For purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives.

(b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with

17

the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission.

(c) The Representatives shall have received certificates of the President, any Vice President or the Treasurer or any Assistant Treasurer of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information.

(d) With respect to all of the Notes, not less than [25]% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor.

(e) The Representatives shall have received:

(1) [The favorable opinion of Kirkland & Ellis LLP, special counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, substantially to the effect that:

(i) When the [Underwritten] Notes are paid for by the Underwriters in accordance with the terms of this Agreement and the Class A-1 Notes have been received by the Depositor as partial consideration for the sale of the Receivables to the Trust (assuming the due authorization, execution and delivery of the Indenture by the Indenture Trustee and the Trust, the due execution of the Notes by the Trust, and the due authentication and delivery of the Notes by the Indenture Trustee in accordance with the Indenture), the Notes will constitute the valid and binding obligations of the Trust, and will be

18

enforceable against the Trust in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ii) Assuming the due authorization of this Agreement and each Basic Document to which World Omni is a party, World Omni has duly executed and delivered this Agreement and each such Basic Document. Assuming the due authorization, execution and delivery thereof by the parties thereto, this Agreement and each of the Basic Documents (other than the Trust Agreement) to which the Depositor, World Omni or the Trust is a party constitutes the legal, valid and binding obligation of the Depositor, World Omni or the Trust, as applicable, and is enforceable against the Depositor, World Omni or the Trust, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set-off or (b) relating to submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. However, such counsel express no opinion as to the enforceability of any provision of the interest rate swap documents imposing or construed as imposing a penalty or a forfeiture (including, without limitation, the provisions thereof relating to the calculation of termination payments).

(iii) To the knowledge of such counsel, there is no legal or governmental proceeding that is pending or threatened against the Depositor that has caused such counsel to conclude that such proceeding is required by Item 103 of Regulation S-K to be described in the Prospectus but that is not so described.

(iv) The statements in the Prospectus Supplement and the Preliminary Prospectus Supplement under the headings “Summary of Terms,” “Risk Factors,” “Description of the Notes” and “Description of the Trust Documents” and in the Base Prospectus under the headings “Risk Factors,” “Description of the Securities” and “Description of the Trust Documents” insofar as such statements purport to summarize certain terms or provisions of any Class of Notes and the Basic Documents provide a fair summary of such provisions.

19

(v) The statements in the Prospectus Supplement and in the Preliminary Prospectus under the headings “Material Federal Income Tax Consequences” and “Certain ERISA Considerations” and in the Base Prospectus under the headings “Some Legal Aspects of the Receivables,” “Material Federal Income Tax Consequences” and “Certain ERISA Considerations” to the extent such statements relate to the [Underwritten] Notes and purport to summarize matters of federal law or legal conclusions with respect thereto have been reviewed by such counsel and are correct in all material respects.

(vi) The Depositor is not required to obtain any consent, approval, authorization or order of any governmental agency for the issuance of the Notes, or the delivery and sale of the [Underwritten] Notes under this Agreement except for the order by the Commission declaring the Registration Statement effective.

(vii) The Depositor’s execution and delivery of this Agreement and the Basic Documents to which it is a party and the performance by it of its obligations thereunder do not and will not: (i) constitute a violation by the Depositor of any applicable provision of any law, statute or regulation (except that such counsel expresses no opinion in this paragraph as to compliance with any disclosure requirement or any prohibition against fraud or misrepresentation or as to whether performance of the indemnification or contribution provisions in this Agreement would be permitted), (ii) breach, or result in a default under, any existing obligation of the Depositor under any of the Specified Agreements (provided that such counsel expresses no opinion as to compliance with any financial test or cross-default provision in any such agreement), or (iii) to the actual knowledge of such counsel result in a breach or violation of any Court Order. For purposes of such opinion, “Specified Agreement” means the agreements listed on Exhibit B thereto, and “Court Order” means a court or administrative order, writ, judgment or decree that names the Depositor and is specifically directed to its property (it being understood that such counsel has not undertaken any investigation to identify Court Orders to which the Depositor is subject or reviewed any Court Orders about which such counsel has actual knowledge).

(viii) Such counsel has no knowledge about any contract to which the Depositor is a party or to which any of its property is subject that has caused such counsel to conclude that such contract is required to be described in the Prospectus but is not so described or is required to be filed as an exhibit to the Registration Statement but has not been so filed.

20

(ix) Neither the Depositor nor the Trust is, or upon the application of proceeds from the sale of the Notes as described in the Prospectus, will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

(x) The Registration Statement No. 333-[            ] was declared effective under the Act and such counsel has no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or overtly threatened by, the Commission.

(xi) On the basis of such counsel’s participation in the preparation of the Time of Sale Information, the Registration Statement and the Prospectus and on the basis of conferences with representatives of the Depositor, other counsel for the Depositor, representatives of the independent accountants of the Depositor, the Underwriters and the Underwriter’s representatives and counsel during which disclosures in the Registration Statement, the Time of Sale Information and the Prospectus were discussed (relying as to matters of fact on statements of officers and other representatives of the Depositor and World Omni), nothing has come to such counsel’s attention through the Closing Date in the course of such counsel’s review of the Time of Sale Information, the Registration Statement and the Prospectus which causes such counsel to conclude that, (a) the Registration Statement, as of the applicable effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Time of Sale Information, as of the Time of Sale or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel express no view as to any information omitted from the Preliminary Prospectus in reliance on Rule 430B under the Act), or (c) the Prospectus, as of its date or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(xii) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

21

(xiii) The Class A-1 Notes are “eligible securities” as defined in Rule 2a-7(a)(10) promulgated under the 1940 Act.

(xiv) The [Underwritten] Notes will be characterized as indebtedness for United States federal income tax purposes.

(xv) The Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes.

(xvi) Each of the Depositor and the Trust is a registered organization (as such term is defined in the New York UCC) organized under the laws of the State of Delaware. The Depositor and the Trust are, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection of a non-possessory security interest in the Receivables granted by the Depositor and the Trust. To the extent the Receivables constitute “tangible chattel paper” under the New York UCC, the local law of the jurisdiction in which the Receivables are physically located governs the effect of perfection or non-perfection and the priority of a non-possessory security interest in the Receivables.

(xvii) World Omni is a registered organization (as such term is defined in the New York UCC) organized under the laws of the State of Florida. World Omni is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Florida and the local law of Florida governs perfection of a non-possessory security interest in the Receivables granted by World Omni. To the extent the Receivables constitute “tangible chattel paper” under the New York UCC, the local law of the jurisdiction in which the Receivables are physically located governs the effect of perfection or non-perfection and the priority of a non-possessory security interest in the Receivables.

(xviii) When each of the Receivables Purchase Agreement and the Assignment Agreement has been duly executed and delivered by all parties thereto and the Purchase Price for the Receivables has been paid by the Depositor, subject to the “rights” assumption set forth in the opinion, the Depositor will have a valid and enforceable security interest in the Receivables and the identifiable proceeds thereof.

(xix) When each of the Basic Documents has been duly executed and delivered by all parties thereto and the Notes and Certificates have been delivered to the Depositor by the Trust, subject to the “rights” assumption set forth in the opinion, the Trust

22

will have a valid and enforceable security interest in the Receivables and the identifiable proceeds thereof. When, in addition to the foregoing, the UCC-1 financing statement naming the Depositor as “debtor” has been duly filed in the Article 9 filing office set forth in the opinion, the security interest in favor of the Trust in the Receivables and identifiable proceeds thereof will be perfected.

(xx) When each of the Basic Documents has been duly executed and delivered by all parties thereto and the Notes have been issued to or upon the order of the Trust, subject to the “rights” assumption set forth in the opinion, the Indenture Trustee will have a valid and enforceable security interest in the Receivables and the identifiable proceeds thereof. When, in addition to the foregoing, the UCC-1 financing statement naming the Trust as “debtor” has been duly filed in the Article 9 filing office set forth in the opinion, the security interest in favor of the Indenture Trustee in the Receivables and identifiable proceeds thereof will be perfected.

(xxi) Assuming the Receivables are created under, and are evidenced solely by, retail installment sale contracts in the form attached as Exhibit B to the opinion, and assuming they are completed in their entirety and executed and there is nothing that would prevent them from being enforceable, the Receivables constitute “tangible chattel paper” as defined under Section 9-102(a)(78) of the New York UCC.

(xxii) To the extent that the Receivables are tangible chattel paper and are located in the State of Alabama, the effect of perfection and non-perfection and the priority of a non-possessory security interest in the Receivables is governed by the Alabama UCC. Based solely on such counsel’s review of Officers’ Certificates, (A) the security interest of the Depositor in the Receivables is subject to no prior security interest under the Alabama UCC that is perfected solely by the filing of financing statements in Florida under the Florida UCC, (B) the security interest of the Trust in the Receivables is subject to no prior security interest under the Alabama UCC that is perfected solely by filing financing statements in Delaware under the Delaware UCC, and (C) the security interest of the Indenture Trustee in the Receivables is subject to no prior security interest under the Alabama UCC that is perfected solely by the filing of financing statements in Delaware under the Delaware UCC.

(xxiii) The Registration Statement, the Time of Sale Information and the Prospectus as of their respective dates comply as to form in all material respects with the Rules and Regulations (in rendering its opinions in this paragraph, Kirkland & Ellis LLP

23

considered and relied upon the statements and interpretations of the staff of the Commission including, without limitation, the guidance from the staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Items 1103(a)(9) and 1120 of Regulation AB).]

(2) [The favorable opinion of [Bilzin Sumberg Baena Price & Axelrod LLP], special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, substantially to the effect that:

(i) World Omni was incorporated under the Florida General Corporation Act and its status is active; World Omni has corporate power to execute, deliver and perform its obligations under this Agreement and each Basic Document to which it is a party and the Depositor is qualified as a foreign limited liability company to transact business in Florida and its status is active.

(ii) This Agreement has been duly authorized by World Omni.

(iii) Each Basic Document to which World Omni is a party has been duly authorized by World Omni.

(iv) To its knowledge after investigation, no authorization, approval, consent or order of any state court or state authority or agency is required in connection with World Omni’s or the Depositor’s execution and performance of the Basic Documents to which it is a party, the issuance, offering or the sale of the [Underwritten] Notes to the Underwriters, except those authorizations, approvals, consents and orders which have previously been obtained and are in full force and effect as of the Closing Date; provided, that such counsel need express no opinion as to state securities laws.

(v) The statements in the Preliminary Prospectus Supplement and in the Prospectus Supplement under the caption “State and Local Tax Consequences” with respect to the application of the loan rule to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to the laws of the State of Florida have been reviewed by such counsel and are correct in all material respects.

(vi) Assuming Florida law applies, upon the filing of the Depositor Financing Statement, the Depositor will have a perfected security interest in the Receivables in which World Omni has an interest to the extent a security interest therein can be perfected by

24

filing a financing statement under the Florida UCC. The UCC Search Report sets forth the proper filing office(s) and the proper debtor necessary to identify those persons who under the Florida UCC have on file financing statements against World Omni covering the Receivables. The UCC Search Report identifies no person who has filed a financing statement against World Omni describing the Receivables prior to the Depositor Financing Statement.

(vii) [Reserved].

(viii) The [Underwritten] Notes will constitute “indebtedness” for purposes of Florida income tax law.

(ix) Such counsel is familiar with World Omni’s standard operating procedures relating to the acquisition of a perfected first priority security interest in the vehicles financed by World Omni pursuant to retail installment sale contracts in the ordinary course of their business. Assuming that these standard procedures are followed with respect to the perfection of security interests in the Financed Vehicles, World Omni has acquired or will acquire perfected first priority security interests in the Financed Vehicles.

(x) The loan rule promulgated under the Florida Corporate Income Tax Code and included in the Florida Administrative Code relating to interest on loans by “financial organizations” (as such term is defined therein), should not apply to an investment in the Notes by such a financial organization.

(xi) To the extent that Florida law applies, the Receivables conveyed by World Omni to the Depositor are either “tangible chattel paper”, “accounts” or “general intangibles” as defined in the Uniform Commercial Code as in effect in State of Florida.

(xii) Assuming that all other elements necessary to render a retail installment sale contract legal, valid, binding and enforceable were present in connection with the execution, delivery and performance of each retail installment sale contract (including completion of the applicable retail installment sale contract fully and accurately), that the terms and conditions and forms of the retail installment sale contracts as completed, are in compliance with all applicable laws, rules and regulations, and assuming that no action was taken in connection with the execution, delivery and performance of each retail installment sale contract that would give rise to a defense to the legality, validity, binding effect and enforceability of such retail installment sale contract, nothing in the forms of such retail installment sale contracts, as attached as an Exhibit to the Trust Agreement, would render such retail installment sale contract other than legal, valid, binding and enforceable.

25

(xiii) Assuming the validity, binding effect and enforceability in all other respects, such forms of retail installment sale contracts are in sufficient compliance with the Florida Motor Vehicle Retail Sales Finance Act and all other Applicable Florida Laws so as not to render the Florida Receivables void or voidable at the election of the related obligor. “Applicable Florida Laws” means those laws of the State of Florida that given the nature of the transaction and the parties to it, a lawyer in the State of Florida exercising customary diligence would reasonably recognize as being applicable to the opinion contemplated in this paragraph (xiii).

(xiv) To the knowledge of such counsel, after investigation, each of the Depositor and World Omni possesses such certificates, authorities, licenses, permits and other governmental authorizations materially necessary to conduct the business now operated by it or as contemplated in this Agreement or the Basic Documents, and neither of such entities has received any notice of proceedings relating to the revocation or modification of any such certificate, authority, license or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or business prospects of such entity.

(xv) None of (A) the execution, delivery and performance by World Omni of this Agreement or by World Omni of any Basic Document to which it is a party, (B) the consummation of the transactions contemplated herein or therein by it or (C) the fulfillment of the terms hereof or thereof by it will, to such counsel’s knowledge, conflict with, result in a breach of or constitute a default under or result in the creation or imposition of any lien (except as permitted by the Basic Documents) upon any property or assets of World Omni pursuant to the terms of (i) World Omni’s organizational documents or bylaws or (ii) any applicable Federal or Florida law, statute or regulation or, to the best knowledge of such counsel, any judgment, order or decree applicable to World Omni of any court, regulatory body or other governmental instrumentality having jurisdiction over World Omni within the State of Florida.

(xvi) None of (A) the execution, delivery and performance by the Depositor of this Agreement or by the Depositor of any Basic Document to which it is a party (B) the consummation of the transactions contemplated herein or therein by the Depositor or (C) the fulfillment of the terms hereof or thereof by the Depositor will conflict with, result in a breach of or constitute a default under or result in a violation of any applicable Florida law, statute or regulation except for such laws, statutes or regulations which are outside the scope of such counsel’s opinion.]

26

(3) [The favorable opinion of Kirkland & Ellis LLP, special counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, subject to certain considerations set forth therein, substantially to the effect that:

(i) In a properly presented and argued case in a proceeding under Title 11 of the United States Code, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”) in which World Omni is the debtor, the bankruptcy court would not, under applicable federal bankruptcy law, apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of World Omni.

(ii) In a properly presented and argued case in a proceeding under the Bankruptcy Code in which World Omni is the debtor, the bankruptcy court would not compel the turnover of the Initial Receivables or proceeds thereof to the bankruptcy trustee under Section 542 of the Bankruptcy Code based on a determination that the Initial Receivables are property of World Omni’s bankruptcy estate under Section 541 of the Bankruptcy Code.

(iii) In a properly presented and argued case in a proceeding under the Bankruptcy Code in which World Omni is the debtor, the bankruptcy court would not prohibit the Depositor or the Trust from collecting the Initial Receivables or using the proceeds thereof pursuant to the automatic stay provisions of Section 362(a) of the Bankruptcy Code.

(iv) The Indenture has created a valid security interest under Article 9 of the UCC in favor of the Indenture Trustee in the interests of the Trust in the Reserve Account and in all “security entitlements,” as defined in Section 8-102(a)(17) of the UCC, including cash and instruments, that are credited to the Reserve Account.

(v) The Sale and Servicing Agreement and the Indenture are effective to perfect such security interests, and such security interests shall be prior in right to any other security interest created under the UCC in the Reserve Account and such security entitlements.]

27

(4) [The favorable opinion of in-house counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, substantially to the effect that:

(i) To the knowledge of such counsel, (A) there are no legal or governmental proceedings pending or threatened involving World Omni that are required to be disclosed in the Registration Statement other than those disclosed therein and (B) all pending legal or governmental proceedings to which World Omni is a party or to which its properties or assets are subject that are not described in the Registration Statement, including ordinary routine litigation incidental to the business of such entity, are, considered in the aggregate, not material.

(ii) World Omni is not an “investment company” nor is it “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.

(iii) The execution and delivery by World Omni of this Agreement and the other Basic Documents to which it is a party, and the performance by World Omni of its agreements in this Agreement and such Basic Documents, do not, to the knowledge of such counsel, breach, or result in a default under, any obligation of World Omni pursuant to the terms of, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound, which breach, default or violation would be reasonably likely to result in a material adverse change in the business, financial condition or results of operations of World Omni or have a material adverse effect on World Omni’s ability to perform its obligations under this Agreement or the Basic Documents.]

(5) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency.

(6) [The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters, to the effect that:

(i) The Indenture Trustee is a [            ] duly organized, and existing under the laws of [            ].

(ii) The Indenture Trustee has all necessary power and authority to accept the office of trustee under the Indenture and to execute, deliver and perform the Indenture, and the Administration Agreement, to acknowledge and accept the Sale and Servicing

28

Agreement, to authenticate and deliver the Notes, to consummate the transactions to be performed by the Indenture Trustee as contemplated by the Indenture and the Administration Agreement and to enter into and to take all actions required of it under the Indenture and the Administration Agreement.

(iii) The Indenture and the Administration Agreement have been duly authorized, executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each of the Indenture and the Administration Agreement is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iv) To the knowledge of such counsel, the execution, delivery or performance by the Indenture Trustee of the Indenture and the Administration Agreement does not require any consent, approval or authorization of, or any registration or filing with, any State of New York or federal court or governmental agency or body, other than the qualification of the Indenture Trustee under the Trust Indenture Act.

(v) Neither the execution, delivery or performance by the Indenture Trustee of the Indenture or the Administration Agreement, nor the consummation of the transactions contemplated thereby, nor compliance with the terms thereof, conflict with or result in a breach of or constitute a default under (a) its By-laws or other organizational documents, (b) any Federal or State of New York law, rule or regulation governing its banking or trust powers or, (c) to the best of such counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge without independent investigation, any indenture, mortgage, contract or other material agreement or instrument to which the Indenture Trustee in its respective capacities is a party or by which it is bound.

(vi) Each of the Notes has been duly authenticated and delivered by the Indenture Trustee.]

(7) [The favorable opinion of special counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters, to the effect that:

29

(i) The Owner Trustee is duly formed and is validly existing as a [            ] under the laws of [            ].

(ii) The Owner Trustee has the power and authority to execute, deliver and perform its obligations under the Trust Agreement, to authenticate the Certificate, to consummate the transactions contemplated thereby, and to enter into and take all actions required of it under the Trust Agreement.

(iii) The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee, in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent conveyance and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) the effect of public policies on provisions of indemnification and contribution and (iv) judicial imposition of the implied contractual covenants of good faith and fair dealing.

(iv) Each Trust Document to which the Trust is a party, the Notes and the Certificate have been duly executed and delivered on behalf of the Trust by the Owner Trustee pursuant to authority contained in the Trust Agreement.

(v) Neither the execution or delivery by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, nor compliance by the Owner Trustee with the terms or provisions of the Trust Agreement, (i) will violate any Delaware or United States federal law, rule or regulation governing the trust powers of the Owner Trustee or the Owner Trustee’s articles of association or bylaws, or, to our knowledge and without independent investigation, (A) any judgment or order applicable to the Owner Trustee or its assets or properties, or (B) any indenture, mortgage, contract, or other agreement or instrument to which the Owner Trustee is a party, or (ii) require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the United States governing the trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware.]

(8) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete.

(9) The favorable opinion of [Bingham McCutchen LLP], counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Representatives shall request, which opinion shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

30

(10) [The favorable opinion of [Richards, Layton & Finger, P.A.], special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters, to the effect that:

(i) The Trust Agreement constitutes the valid and binding obligation of the Owner Trustee and the Depositor enforceable against the Owner Trustee and the Depositor in accordance with its terms subject to (i) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent conveyance and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law) and (iii) the effect of public policies on provisions of indemnification and contribution.

(ii) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act (the “Statutory Trust Act”). The Trust has the power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party.

(iii) The Certificates are in due and proper form, all conditions precedent provided for in the Trust Agreement relating to the issuance, authentication and delivery of the Certificates have been complied with and the Certificates have been duly and validly authorized and, when executed, issued, authenticated and delivered pursuant to the Trust Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(iv) [Reserved].

(v) [Reserved].

(vi) Under § 3805(b) of the Statutory Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

(vii) Under § 3805(c) of the Statutory Trust Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder has no interest in specific Trust property.

(viii) Under § 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

31

(ix) The execution and delivery by the Trust of the Indenture, the Administration Agreement and the Sale and Servicing Agreement do not require any consent, approval or authorization of, or any registration or filing with, any governmental authority of the State of Delaware (other than the filing of UCC financing statements).

(x) The execution and delivery by the Trust of the Basic Documents to which it is a party, and the performance by the Trust of its obligations thereunder, do not violate, conflict with or result in a breach of or constitute a default under (i) the organizational documents of the Trust or (ii) any Delaware law statute or regulation applicable to the Trust.

(xi) The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the Delaware Limited Liability Company Act (the “LLC Act”), with power and authority, under the LLC Act and the limited liability company agreement of the Depositor (the “Limited Liability Company Agreement”), to enter into and perform its obligations under each Basic Document to which it is a party; and the limited liability company interests of the Depositor issued to World Omni have been duly authorized and are validly issued. World Omni shall not be obligated personally for any of the debts, obligations or liabilities of the Depositor, whether arising in contract, tort or otherwise, solely by reason of being a member of the Depositor, except as World Omni may be obligated to make contributions to the Depositor and to repay any funds wrongfully distributed to it. World Omni may be liable for its own tortious or wrongful conduct and its obligations as set forth in the Limited Liability Company Agreement.

(xii) This Agreement has been duly authorized under the LLC Act and the Limited Liability Company Agreement, executed and delivered by the Depositor.

(xiii) Each Basic Document to which the Depositor is a party and the written order to the Owner Trustee to execute and deliver the Certificates has been duly authorized under the LLC Act and the Limited Liability Company Agreement, executed and delivered by the Depositor.

32

(xiv) The execution and delivery by the Depositor of this Agreement and the Basic Documents do not require any consent, approval or authorization of, or any registration or filing with, any governmental authority of the State of Delaware (other than the filing of UCC financing statements).

(xv) The execution and delivery by the Depositor of this Agreement and the Basic Documents to which it is a party, and the performance by the Depositor of its obligations thereunder, do not violate, conflict with or result in a breach of or constitute a default under (i) the organizational documents of the Depositor or (ii) any Delaware law statute or regulation.

(xvi) Under the Statutory Trust Act and the Trust Agreement, the Owner Trustee, on behalf of the Trust is authorized to issue, and to instruct the Indenture Trustee to authenticate, the Notes, in accordance with the terms of the Indenture.]

(f) As of the Closing Date, the [Underwritten] Notes shall be rated by the Rating Agencies as set forth in the Free Writing Prospectus, dated [            ], listed on Schedule III hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any [Underwritten] Notes has been placed under review.

(g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the [Underwritten] Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the [Underwritten] Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(h) hereof.

8. Indemnification.

(a) Each of the Depositor and World Omni agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:

33

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus approved in writing by the Depositor, the Time of Sale Information, the Road Show or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) arising out of any untrue statement or alleged untrue statement of a material fact contained in a Permitted Underwriter Communication or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that this subsection (C) shall only apply to untrue statements, alleged untrue statements, omissions and alleged omissions that result from errors or omissions (x) in the Registration Statement (or any amendment thereto), any Free Writing Prospectus approved in writing by the Depositor, the Time of Sale Information, the Road Show or the Prospectus (or any amendment or supplement thereto) (unless such errors or omissions are in the Underwriter Information) and (y) in any Computer Tape Information;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Depositor and World Omni; and

(iii) against any and all expense whatsoever, as incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;

34

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriters’ Information; provided, further, that the foregoing indemnity with respect to the Time of Sale Information shall not inure to the benefit of any Underwriter (or to the benefit of the person controlling such Underwriter) from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased the [Underwritten] Notes if such untrue statement or omission or alleged untrue statement or omission made in such Time of Sale Information is eliminated or remedied in a Corrected Prospectus delivered to such Underwriter prior to the revised Time of Sale and a copy of the Corrected Prospectus shall not have been furnished to such person at or prior to the revised Time of Sale of such [Underwritten] Notes to such person.

The indemnity agreement in this subsection (a) will be in addition to any liability which the Depositor and World Omni may otherwise have and will extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act.

(b) Each Underwriter severally agrees to indemnify and hold harmless the Depositor and World Omni, each of their respective directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls each of the Depositor and World Omni, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in (i) the Registration Statement (or any amendment thereto), any Free Writing Prospectus listed on Schedule III hereto, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with the Underwriters’ Information, or (ii) any Permitted Underwriter Communication (other than Prepricing Information) that does not result from an error or omission in (A) the Registration Statement (or any amendment thereto), any Free Writing Prospectus approved in writing by the Depositor, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) (unless such error or omission is in the Underwriter Information), (B) any Computer Tape Information or (C) any written information furnished to the related Underwriter by the Depositor or World Omni expressly for use therein, which information was not corrected by information subsequently provided by the Depositor or World Omni to such Underwriter prior to the time of such Permitted Underwriter Communication.

(c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it with respect to which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this indemnity agreement except to the extent that the indemnifying party shall be materially prejudiced by such failure. An indemnifying party may participate at its own expense in the defense of such action. In no event shall an indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

35

(d) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

9. Contribution. If the indemnification provided for in Section 8 hereof is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) thereof, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the loss, liability, claim, damage or expense referred to in subsection (a) or (b) of Section 8 (i) in such proportion as is appropriate to reflect the relative benefits received by the Depositor and World Omni on the one hand and the Underwriters on the other from the offering of the [Underwritten] Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Depositor and World Omni on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative benefits received by the Depositor and World Omni on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Depositor bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor, World Omni or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the loss, liability, claim, damage or expense referred to in the first sentence of this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the [Underwritten] Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the other provisions of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter and each director of the Depositor and World Omni, each officer of the Depositor who signed the Registration Statement and each person, if any, who controls either the Depositor or World Omni within the meaning of Section 15 of the Act shall have the same rights to contribution as the Depositor or World Omni, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section are several in proportion to the principal amount of the [Underwritten] Notes set forth opposite their respective names in Schedule I hereto and not joint.

36

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor and World Omni or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Depositor, World Omni or any of their respective representatives, officers or directors or any controlling Person, and will survive delivery of and payment for the [Underwritten] Notes. If for any reason the purchase of the [Underwritten] Notes by the Underwriters is not consummated, the Depositor and World Omni shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5(h) hereof and the respective obligations of the Depositor, World Omni and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effect. If the purchase of the [Underwritten] Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 12 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 11 hereof, the Depositor and World Omni will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the [Underwritten] Notes.

11. Termination of Agreement. The Representatives may terminate this Agreement, by notice to the Depositor and World Omni, at any time prior to or at the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor or World Omni, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market any Class of [Underwritten] Notes or to enforce contracts for the sale of any Class of [Underwritten] Notes; (ii) if there has occurred, since the date of this Agreement, any outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States or other calamity or crisis, the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market any Class of [Underwritten] Notes or to enforce contracts for the sale of any Class of [Underwritten] Notes; (iii) if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed or maximum ranges for prices for securities have been required, by said Exchange or by order of the Commission or any other governmental authority; (iv) if there has been any material disruption in commercial banking securities settlement or clearance services in the United States; or (v) if a banking moratorium has been declared by either federal, New York, Delaware or Florida authorities.

12. Default By One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Date to purchase the [Underwritten] Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

37

(a) if the aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes does not exceed 10% of the total aggregate principal amount of the [Underwritten] Notes of such class, the non-defaulting Underwriters with respect to such class shall be obligated to purchase the full amount of the [Underwritten] Notes of such Class in such proportions that their respective underwriting obligations hereunder with respect to such class bear to the underwriting obligations of all non-defaulting Underwriters of such class, or

(b) if the aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes exceeds 10% of the total aggregate principal amount of the [Underwritten] Notes of such class, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangement.

13. Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, shall be directed to the Representatives and will be mailed, delivered or sent by facsimile and confirmed to them at (a) [            ] (facsimile number [            ]); (b) [            ] (facsimile number [            ]); and (c) [            ] (facsimile number [            ]), (ii) the Depositor, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: [            ], Treasurer (facsimile number [            ]), with a copy to [            ], General Counsel (facsimile number [            ]) or (iii) World Omni, will be mailed, delivered or sent by facsimile and confirmed to it at World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Attention: [            ], Treasurer (facsimile number [            ]), with a copy to [            ], General Counsel (facsimile number [            ]).

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Sections 8 and 9 hereof, and no other Person will have any right or obligation hereunder.

15. Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void 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.

16. Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all prior agreements and understandings whatsoever relating to such matters and transactions. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof.

38

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

18. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any otherwise applicable principles of conflicts of laws.

19. No Fiduciary Duty. Each of the Depositor and World Omni acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to itself with respect to the offering of [Underwritten] Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, World Omni or the Trust. In addition, neither the Representatives nor any other Underwriter is advising the Depositor, World Omni or the Trust as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and World Omni shall consult with its own advisors concerning such matters. Any review by the Underwriters of the Depositor, World Omni, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor nor World Omni.

20. USA PATRIOT Act Notification. Each of the Depositor and World Omni acknowledges that the Underwriters are required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities.

39

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts duplicate hereof, whereupon it will become a binding agreement between the Depositor and World Omni and the Underwriters in accordance with its terms.

Very truly yours,

WORLD OMNI AUTO RECEIVABLES LLC

By:

Name:

Title:

WORLD OMNI FINANCIAL CORP.

By:

Name:

Title:

CONFIRMED AND ACCEPTED, as of the date first above written.

[            ]

By:

Name:

Title:

For itself and as Representative of the other Underwriters named in Schedule I hereto

[            ]

By:

Name:

Title:

For itself and as Representative of the other Underwriters named in Schedule I hereto

[            ]

By:

Name:

Title:

For itself and as Representative of the other Underwriters named in Schedule I hereto

SCHEDULE I

Name of Underwriter

Principal Amount of Class  A-2 Notes

Principal Amount of Class A-3 Notes

Principal Amount of Class A-4 Notes

Principal Amount of Class B Notes

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

[            ]

$

[

]

$

[

]

$

[

]

$

[

]

Total

$

[

]

$

[

]

$

[

]

$

[

]

Sch-1

SCHEDULE II

With respect to the transfer by World Omni:

(i) Secretary of State for the State of Florida.

With respect to the transfer by the Depositor:

(ii) Secretary of State for the State of Delaware.

Sch-2

SCHEDULE III

Free Writing Prospectuses

1. [Free-Writing Prospectus, dated [            ], relating to the ratings of the Notes]

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

WORLD OMNI AUTO RECEIVABLES LLC

This Certificate of Formation of World Omni Auto Receivables LLC (the “Company”), dated as of April 13, 1999, has been duly executed and is being filed by Jon A. Brilliant, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

1. The name of the limited liability company is World Omni Auto Receivables LLC.

2. The address of its registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

3. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation as of the date first written above.

/s/ Jon A. Brillian

Jon A. Brilliant

Authorized Person

EX-4.1

Exhibit 4.1

SALE AND SERVICING AGREEMENT

among

WORLD OMNI AUTO RECEIVABLES TRUST 20[    ]-[    ]

Issuing Entity,

WORLD OMNI AUTO RECEIVABLES LLC,

Depositor,

and

WORLD OMNI FINANCIAL CORP.,

Servicer

Series 20[    ]-[    ]

Dated as of [            ]

TABLE OF CONTENTS

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

i

Section 5.04 Advances	20
Section 5.05 Additional Deposits	20
Section 5.06 Distributions	21
Section 5.07 Reserve Account	23
Section 5.08 Statements to Noteholders and Certificateholders	23
Section 5.09 Net Deposits	25
Section 5.10 Transfer of Certificates	25
ARTICLE VI THE DEPOSITOR	26
Section 6.01 Representations of Depositor	26
Section 6.02 Limited Liability Company Existence	27
Section 6.03 Liability of Depositor; Indemnities	28
Section 6.04 Merger or Consolidation of, or Assumption of Obligations of Depositor	29
Section 6.05 Limitation on Liability of Depositor and Others	30
Section 6.06 Depositor May Own Notes	30
Section 6.07 Security Interest	30
ARTICLE VII THE SERVICER	30
Section 7.01 Representations of Servicer	30
Section 7.02 Indemnities of Servicer	32
Section 7.03 Merger or Consolidation of, or Assumption of Obligations of, Servicer	32
Section 7.04 Limitation on Liability of Servicer and Others	33
Section 7.05 World Omni Not To Resign as Servicer	33
ARTICLE VIII DEFAULT	34
Section 8.01 Servicer Default	34
Section 8.02 Appointment of Successor	35
Section 8.03 Notification to Noteholders and Certificateholders	36
Section 8.04 Waiver of Past Defaults	36
Section 8.05 Payment of Servicing Fees; Repayment of Advances	36
ARTICLE IX TERMINATION	36
Section 9.01 Optional Purchase of All Receivables	36
ARTICLE X MISCELLANEOUS	37
Section 10.01 Amendment	37
Section 10.02 Protection of Title to Trust	38
Section 10.03 Notices	40
Section 10.04 Assignment by the Depositor or the Servicer	40
Section 10.05 Limitations on Rights of Others	41
Section 10.06 Severability	41
Section 10.07 Separate Counterparts	41
Section 10.08 Headings	41
Section 10.09 Governing Law	41
Section 10.10 Assignment by Issuing Entity	41

ii

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

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

iii

SALE AND SERVICING AGREEMENT

This SALE AND SERVICING AGREEMENT is dated as of [        ], among WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a Delaware statutory trust, WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WORLD OMNI FINANCIAL CORP., a Florida corporation.

WHEREAS, World Omni Financial Corp. has sold the Initial Receivables, and has agreed to sell Subsequent Receivables, if any, to World Omni Auto Receivables LLC pursuant to the Receivables Purchase Agreement;

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

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

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

ARTICLE I

DEFINITIONS

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

ARTICLE II

CONVEYANCE OF RECEIVABLES

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

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

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

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

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

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

(f) the Receivables Purchase Agreement;

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

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

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

2

Section 2.03 Conveyance of Subsequent Receivables.

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

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

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

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

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

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

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

It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the

3

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.

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

(i) the Funding Period shall not have terminated;

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

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

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

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

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

(vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [        ]%, (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

4

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

ARTICLE III

THE RECEIVABLES

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

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

5

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

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

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

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

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

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

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

6

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

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

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

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

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

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

7

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

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

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

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

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

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

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

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

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

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

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

8

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

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

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

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

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

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

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

(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.

9

Section 3.04 Duties of Servicer as Custodian.

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

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

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

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

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

Section 3.06 Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses,

10

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

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

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.01 Duties of Servicer. The Servicer, for the benefit of the Issuing Entity (to the extent provided herein), shall manage, service, administer and receive collections on the Receivables (other than Purchased Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable automotive receivables that it services for itself or others. The Servicer’s duties shall include collection and posting of all payments, making Advances, responding to inquiries of Obligors on such Receivables, investigating delinquencies, sending invoices to Obligors, reporting tax information to Obligors, accounting for collections, paying the fee of the Administrator out of its own funds pursuant to Section 1.03 of the Administration Agreement and furnishing a Servicer’s Certificate to the Indenture Trustee. Subject to the provisions of Section 4.02, the Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer. Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing Entity (in the case of a Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to

11

the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders. The Owner Trustee shall upon the written request of the Servicer furnish the Servicer with any powers of attorney and other documents, in forms provided to it, reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

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

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

Section 4.04 Physical Damage Insurance. To the extent applicable, the Servicer shall not take any action that would result in noncoverage under such physical damage insurance policy which, but for the actions of the Servicer, would have been covered thereunder.

12

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.

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

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

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

Section 4.08 Servicing Fee. The Servicing Fee for a Payment Date shall equal the product of (a) one-twelfth, (b) the Servicing Fee Rate and (c) the aggregate Principal Balance of the Receivables as of the first day of the related Collection Period[; provided, however, that the Servicing Fee on the initial Payment Date shall be prorated to compensate for the length of the initial Collection Period not equaling one month and will be equal to $[            ]]. The Servicer shall also be entitled to all reimbursements for Advances as set forth in Section 5.04, Supplemental Servicing Fees collected (from whatever source) on the Receivables, the amount of any Servicing Fee due but not distributed to the Servicer on a prior Payment Date (including any amounts previously deferred by the Servicer as provided in this Section 4.08) plus any reimbursement pursuant to the last paragraph of Section 7.02. The Servicer may, as long as it

13

believes that sufficient collections will be available from interest collections on one or more future Payment Dates to pay the Servicing Fee, by notice to the Indenture Trustee on or before a Payment Date, elect to defer all or a portion of the Servicing Fee with respect to the related Collection Period, without interest. If the Servicer defers all of the Servicing Fee, the Servicing Fee for such related Collection Period will be deemed to equal zero.

Section 4.09 Servicer’s Certificate. On or prior to 11:00 a.m. New York City time on each Payment Determination Date, the Servicer shall deliver a Servicer’s Certificate pursuant to Section 5.08. Receivables to be purchased by the Servicer or to be repurchased by World Omni or the Depositor shall be identified by the Servicer by account number with respect to such Receivable (as specified in the Schedule of Receivables).

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

(a) To the extent required by Regulation AB, the Servicer shall deliver (and shall cause each of its Reporting Subcontractors, if any, to deliver) to the Owner Trustee, the Indenture Trustee and the Swap Counterparty, if any, on or before the date that is 90 days after the end of each calendar year, commencing with the calendar year ended December 31, 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 Owner Trustee addressed to the Corporate Trust Office. Upon the request of the Owner Trustee, the Indenture Trustee will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

(b) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before the date that is 90 days after the end of each calendar year, commencing with the calendar year ended December 31, 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 required under 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) If the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, the reports referred to in this section may be delivered on or before the date that is 120 days after the end of each calendar year, commencing with the calendar year ended December 31, 20[    ]. Deliveries pursuant to this Section 4.10(c) may be delivered by electronic mail.

14

(d) 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.

(a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Servicer (who shall promptly provide the assessment described in this Section 4.11(a) to the Rating Agencies), the Indenture Trustee, the Owner Trustee and the Swap Counterparty, if any, on or before the date that is 90 days after the end of the Servicer’s fiscal year, commencing with the fiscal year ended December 31, 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 required by Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Deliveries pursuant to this Section 4.11(a) may be delivered by electronic mail.

(b) If the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, the reports referred to in this section may be delivered on or before the date that is 120 days after the end of each calendar year, commencing with the calendar year ended December 31, 20[    ]. Deliveries pursuant to this Section 4.11(b) 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.

15

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

Section 4.15 [Reserved].

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

ARTICLE V

TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

AND NOTEHOLDERS

Section 5.01 Establishment of Trust Accounts.

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

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

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

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

16

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

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

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

17

(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, if any, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof.

18

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

(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.

19

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.

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

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

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

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

20

Section 5.06 Distributions.

(i) On or before 11:00 a.m. New York City time on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, (B) all amounts required to be distributed to the Certificateholders, (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable by or to the Trust under the Interest Rate Swaps, if any.

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

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

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

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

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

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

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

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

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

21

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

The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or before 11:00 a.m. New York City time on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (I) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (I) above).

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

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

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

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

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

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

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

22

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

(H) to the Certificateholders, any remaining amounts.

Section 5.07 Reserve Account.

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

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

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

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

Section 5.08 Statements to Noteholders and Certificateholders. On or prior to 11:00 a.m. New York City time on each Payment Determination Date, the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies and the Swap Counterparty, if any) for the Indenture Trustee to post on its internet website pursuant to Section 6.06 of the Indenture, a statement substantially in the form of Exhibit B, setting forth at least the following information as to the Notes, to the extent applicable:

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

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

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

23

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

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

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

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

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

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

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

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

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

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

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

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

(p) the Noteholders’ Principal Distributable Amount;

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

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

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

24

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

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

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

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

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

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

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

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

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

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

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

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

25

ARTICLE VI

THE DEPOSITOR

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

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

(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

26

any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.

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

(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;

27

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

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

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

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

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

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

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

28

Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement.

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

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

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

Section 6.04 Merger or Consolidation of, or Assumption of Obligations of Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a whole, which person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default in respect of the Depositor under Section 8.01(b) or (c) shall have occurred and be continuing, and no event that, after notice or lapse of time, or both, would become a Servicer Default in respect of the Depositor under Section 8.01(b) or (c) shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner

29

Trustee and the Indenture Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been filed that are necessary fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, (a) the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b) or (c) above and (b) the Depositor may transfer its rights under this Agreement in accordance with Section 4.15 hereof.

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.

30

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

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

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

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

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

31

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

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

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

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

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

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

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

32

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

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

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

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

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

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

33

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 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing not less than 50% of the percentage interest of the Certificates; or

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

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

34

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

Section 8.02 Appointment of Successor.

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

35

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

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

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

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

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

ARTICLE IX

TERMINATION

Section 9.01 Optional Purchase of All Receivables.

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

36

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

(c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to the rights of, and assume 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, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided that such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.

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

37

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

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

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

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

Section 10.02 Protection of Title to Trust.

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

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

38

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

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

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

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

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

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

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

39

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

Section 10.03 Notices. All demands, deliveries, notices, communications and instructions upon or to the Depositor, the Servicer, the Owner Trustee, the Swap Counterparty, if any, the Indenture Trustee or the Rating Agencies under this Agreement shall be by facsimile, in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt, or, in the case of deliveries pursuant to Sections 4.10(b) and (c), 4.11(a) and (b) or 5.08, to the Swap Counterparty, if any, the Owner Trustee, the Indenture Trustee or the Rating Agencies, by electronic mail (a) in the case of the Depositor, to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: [            ], Attention: Treasurer, (b) in the case of the Servicer, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: [            ], Attention: Treasurer, (c) in the case of the Issuing Entity or the Owner Trustee, at its Corporate Trust Office, Email: [            ], Telecopy: [            ], (d) in the case of the Indenture Trustee, at its Corporate Trust Office, (e) in the case of the Rating Agencies, to the Depositor who promptly shall post such notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations, and (f) in the case of the Swap Counterparty, if any, to [            ]; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

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

40

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

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

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

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

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

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

Section 10.11 Nonpetition Covenants.

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

41

(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.

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

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

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

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by [            ], 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.

42

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.

43

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

WORLD OMNI AUTO RECEIVABLES TRUST 20[    ]-[    ]

by: [            ],

not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

WORLD OMNI AUTO RECEIVABLES LLC, as Depositor

By:

Name:

Title:

WORLD OMNI FINANCIAL CORP., as Servicer

By:

Name:

Title:

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:

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, Alabama 36609

and

RecordMax LLC

2051 West I-65 Service Rd. N.

Mobile, AL 36618

Sch. B

EXHIBIT A

Form of Distribution Statement to Noteholders

World Omni Financial Corp.

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

Total Available Funds

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

Outstanding Amount

Class A-1 Notes

Class A-2 Notes

Class A-3 Notes

Class A-4 Notes

Class B Notes

Note Pool Factor

Class A-1 Notes

Class A-2 Notes

Class A-3 Notes

Class A-4 Notes

Class B Notes

Servicing Fee

Servicing Fee Per $1,000 Note

Reserve Account Balance

Ex. A

EXHIBIT B

Form of Servicer’s Certificate

World Omni Financial Corp.

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

World Omni 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 Accounts
Yield Supplement Overcollateralization Amount at mm/dd/yy
Pool Balance at mm/dd/yy
Pool Statistics	$ Amount	# of Accounts
Initial Receivables Balance
Pre-Funding Contracts added mm/dd/yy
Delinquent Receivables:
Past Due 31-60 days
Past Due 61-90 days
Past Due 91 + days
Total
Total 31+ Delinquent as % Ending Pool Balance

Ex. B-1

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

Ex. B-2

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

Ex. B-3

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

Ex. B-4

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

Ex. B-5

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

Ex. B-6

EXHIBIT C

Form of Initial SSA Assignment

As of [            ], for value received, in accordance with the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), among World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), World Omni Auto Receivables Trust 20[    ]-[    ] (the “Issuing Entity”) 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, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if applicable, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

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

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

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

* * * * *

Ex. C-1

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

WORLD OMNI AUTO RECEIVABLES LLC

By:

Name:

Title:

Ex. C-2

EXHIBIT D

Form of Subsequent Transfer SSA Assignment

As of             , for value received, in accordance with the Sale and Servicing Agreement, dated as of [            ] (the “Sale and Servicing Agreement”), among World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), World Omni Auto Receivables Trust 20[        ]-[        ] (the “Issuing Entity”) 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 (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (f) shall not include the Notes and Certificates.

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

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

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

* * * * *

Ex. D-1

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

WORLD OMNI AUTO RECEIVABLES LLC

By:

Name:

Title:

Ex. D-2

APPENDIX A

PART I—DEFINITIONS

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

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

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

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

“Administrator” means World Omni Financial Corp., a Florida corporation, or any successor Administrator under the Administration Agreement.

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

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

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

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

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

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

“Authorized Officer” means, with respect to the Owner Trustee, any officer of the Owner Trustee or other Person who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and, with respect to the Issuing Entity, any Authorized Officer of the Owner Trustee or, so long as the Administration Agreement is in effect, the president, any vice president, treasurer, assistant treasurer, secretary or assistant secretary of the Administrator who

App. A-3

is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

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

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

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

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

App. A-4

“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 state in which the Corporate Trust Office is located are required or authorized by law, regulation or executive order to be closed.

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

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

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

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

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

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

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

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

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

• the related Interest Rate; and

App. A-5

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

Interest due on the initial Payment Date will be $[            ] for the Class A-2 Notes, $[            ] for the Class A-3 Notes and $[            ] for the Class A-4 Notes.

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

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

• the related Interest Rate; and

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

Interest due on the initial Payment Date will be $[            ] for the Class A-1 Notes.

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

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

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

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

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

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

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

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

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

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

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

App. A-6

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

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

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

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

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

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

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

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

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

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

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

App. A-7

• 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 due on the initial Payment Date will be $[            ] for the Class B Notes.

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

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

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

“Closing Date” shall mean [            ].

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

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

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

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

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

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

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

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

App. A-8

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

“Corporate Trust Office” means:

(a) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time the Indenture shall be administered, which office at the date of execution of the Indenture is located at [            ], or at such other 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 designated by such successor Indenture Trustee by notice to the Noteholders and the Issuing Entity; and

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

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

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

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

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

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

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

(i) 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

App. A-9

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;

(ii) 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

App. A-10

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

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

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

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

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

“Eligible Institution” means

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

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

“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:

App. A-11

(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;

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

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

(iv) 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;

App. A-12

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

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

(vii) 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 [            ];

(viii) 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;

(ix) 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;

(x) 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

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

Notwithstanding anything to the contrary contained in the foregoing definition:

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

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

App. A-13

(a) 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

(b) 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;

(iii) 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;

(iv) 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;

(v) 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

(vi) 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.

“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.

App. A-14

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

“FDIC” means the Federal Deposit Insurance Corporation.

“Final Prospectus” shall mean the prospectus dated [            ], as supplemented by the prospectus supplement dated [            ], relating to the Notes.

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

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

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

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

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

“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.

App. A-15

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

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

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

“Indenture Trustee” means [            ], 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 Cutoff Date” means [            ].

“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.

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

App. A-16

“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, 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.

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

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

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

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

“Issuing Entity” means World Omni Auto Receivables Trust 20[    ]-[    ] 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.

App. A-17

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

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

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

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

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

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

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

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

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

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

App. A-18

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

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

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

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

“Noteholders” shall mean the holders of the Notes.

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

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

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

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

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

App. A-19

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

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

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

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

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

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

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

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

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-20

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

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

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

“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 [            ].

“Payment Determination Date” means, with respect to any Payment Date, the 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 APR of the contract for the month in which such payment is deferred (unless such fee is waived by the Servicer in accordance with the Servicer’s customary servicing procedures).

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

App. A-21

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

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

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

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

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

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

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

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

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

“Principal Distribution Amount” means, with respect to any Payment Date, the sum of the following amounts, without duplication, with respect to the Receivables with respect to the related Collection Period: (a) that portion of all collections on Receivables allocable to principal, (b) the principal amount of Receivables that became Defaulted Receivables during such

App. A-22

Collection Period, (c) to the extent attributable to principal, the Purchase Amount of each Receivable that became a Purchased Receivable during such Collection Period, and (d) partial prepayments received by the Servicer relating to refunds of any warranty or insurance, but only if such amounts were financed by the respective Obligors thereon as of the date of the original contract and only to the extent not included under clause (a) above; provided, however, that in calculating the Principal Distribution Amount all payments on and proceeds (including Liquidation Proceeds) of any Purchased Receivables the Purchase Amount of which has been included in the Principal Distribution Amount in a prior Collection Period will be excluded.

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

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

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

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

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

“Rating Agencies” means, for so long as such organization is rating a Class of Notes, [            ] 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 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 Purchase Agreement” shall mean the Receivables Purchase Agreement, dated as of the Closing Date, between World Omni, as depositor and World Omni Auto Receivables LLC, as purchaser, as amended from time to time.

App. A-23

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

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

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

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

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

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

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

“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.

App. A-24

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

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

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

“Required Rating” means a rating on commercial paper or other short term unsecured debt obligations of [            ] 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, the lesser of (a) [            ]% of the difference of the Aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount as of the applicable Cutoff Date of all Receivables transferred to the Trust and (b) the Outstanding Amount of the Notes.

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

“Reserve Account Initial Deposit” means cash or Eligible Investments having a value of $[            ].

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

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

App. A-25

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

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

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

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

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

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

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

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

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

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

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

“Servicing Fee Rate” means [1]% per annum.

“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.

App. A-26

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

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

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

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

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

App. A-27

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

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

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

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

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

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

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

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

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

“Trust” means World Omni Auto Receivables Trust 20[        ]-[        ], a Delaware statutory trust.

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

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

App. A-28

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

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

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

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

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

“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.

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

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

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

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

App. A-29

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

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

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

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

App. A-2

[APPENDIX B]

[Additional Representations and Warranties]

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

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

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

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

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

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

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

App. A-3

EX-4.2

Exhibit 4.2

INDENTURE

between

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

as Issuing Entity

and

[            ],

as Indenture Trustee

Dated as of [            ]

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions		2
Section 1.02 Incorporation by Reference of Trust Indenture Act		2
ARTICLE II
THE NOTES
Section 2.01 Form		3
Section 2.02 Execution, Authentication and Delivery		3
Section 2.03 Temporary Notes		4
Section 2.04 Transfer Restrictions on Notes		4
Section 2.05 Registration; Registration of Transfer and Exchange		7
Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes		8
Section 2.07 Persons Deemed Owner		9
Section 2.08 Payment of Principal and Interest; Defaulted Interest		9
Section 2.09 Cancellation		10
Section 2.10 Release of Collateral		11
Section 2.11 Book-Entry Notes		11
Section 2.12 Notices to Clearing Agency		12
Section 2.13 Definitive Notes		12
Section 2.14 Tax Treatment		12
Section 2.15 CUSIP Numbers		12
ARTICLE III
COVENANTS
Section 3.01 Payment of Principal and Interest		13
Section 3.02 Maintenance of Office or Agency		13
Section 3.03 Money for Payments to Be Held in Trust		13
Section 3.04 Existence		15
Section 3.05 Protection of Trust Estate		15
Section 3.06 Opinions as to Trust Estate		16
Section 3.07 Performance of Obligations; Servicing of Receivables		16
Section 3.08 Negative Covenants		18
Section 3.09 Annual Statement as to Compliance		19
Section 3.10 Issuing Entity May Consolidate, etc., Only on Certain Terms		19

i

Section 3.11 Successor or Transferee	21
Section 3.12 No Other Business	21
Section 3.13 No Borrowing	21
Section 3.14 Servicer’s Obligations	21
Section 3.15 Guarantees, Loans, Advances and Other Liabilities	21
Section 3.16 Capital Expenditures	22
Section 3.17 Removal of Administrator	22
Section 3.18 Restricted Payments	22
Section 3.19 Notice of Events of Default	22
Section 3.20 Further Instruments and Acts	22
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture	23
Section 4.02 Application of Trust Money	24
Section 4.03 Repayment of Monies Held by Paying Agent	24
ARTICLE V
REMEDIES
Section 5.01 Events of Default	24
Section 5.02 Acceleration of Maturity; Rescission and Annulment	26
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27
Section 5.04 Remedies; Priorities	29
Section 5.05 Optional Preservation of the Receivables	30
Section 5.06 Limitation of Suits	30
Section 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest	31
Section 5.08 Restoration of Rights and Remedies	31
Section 5.09 Rights and Remedies Cumulative	31
Section 5.10 Delay or Omission Not a Waiver	31
Section 5.11 Control by Noteholders	32
Section 5.12 Waiver of Past Defaults	32
Section 5.13 Undertaking for Costs	33
Section 5.14 Waiver of Stay or Extension Laws	33
Section 5.15 Action on Notes	33
Section 5.16 Performance and Enforcement of Certain Obligations	33
ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.01 Duties of Indenture Trustee	34

ii

Section 6.02 Rights of Indenture Trustee	36
Section 6.03 Individual Rights of Indenture Trustee	37
Section 6.04 Indenture Trustee’s Disclaimer	37
Section 6.05 Notice of Defaults	37
Section 6.06 Reports by Indenture Trustee	38
Section 6.07 Compensation and Indemnity	38
Section 6.08 Replacement of Indenture Trustee	39
Section 6.09 Successor Indenture Trustee by Merger	40
Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee	40
Section 6.11 Eligibility; Disqualification	41
Section 6.12 Preferential Collection of Claims Against Issuing Entity	41
Section 6.13 Representations and Warranties of the Indenture Trustee	42
Section 6.14 Communications Regarding Demands to Repurchase Receivables	42
ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS
Section 7.01 Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders	43
Section 7.02 Preservation of Information; Communications to Noteholders	43
Section 7.03 Reports by Issuing Entity	44
Section 7.04 Reports by Indenture Trustee	44
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 Collection of Money	45
Section 8.02 Trust Accounts	45
Section 8.03 General Provisions Regarding Accounts	47
Section 8.04 Release of Trust Estate	48
Section 8.05 Opinion of Counsel	48
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Noteholders	49
Section 9.02 Supplemental Indentures with Consent of Noteholders	50
Section 9.03 Execution of Supplemental Indentures	52
Section 9.04 Effect of Supplemental Indenture	52
Section 9.05 Conformity with Trust Indenture Act	52
Section 9.06 Reference in Notes to Supplemental Indentures	52

iii

ARTICLE X
REDEMPTION OF NOTES
Section 10.01 Redemption	53
Section 10.02 Form of Redemption Notice	53
Section 10.03 Notes Payable on Redemption Date	54
ARTICLE XI
MISCELLANEOUS
Section 11.01 Compliance Certificates and Opinions, etc.	54
Section 11.02 Form of Documents Delivered to Indenture Trustee	56
Section 11.03 Acts of Noteholders	57
Section 11.04 Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	57
Section 11.05 Notices to Noteholders; Waiver	58
Section 11.06 Alternate Payment and Notice Provisions	58
Section 11.07 Conflict with Trust Indenture Act	58
Section 11.08 Effect of Headings and Table of Contents	59
Section 11.09 Successors and Assigns	59
Section 11.10 Severability	59
Section 11.11 Benefits of Indenture	59
Section 11.12 Legal Holidays	59
Section 11.13 GOVERNING LAW	59
Section 11.14 Counterparts	59
Section 11.15 Recording of Indenture	59
Section 11.16 Trust Obligation	60
Section 11.17 No Petition	60
Section 11.18 Inspection	61
Section 11.19 Waiver of Jury Trial	61
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01 Intent of the Parties; Reasonableness	61
Section 12.02 Additional Representations and Warranties of the Indenture Trustee	61
Section 12.03 Information to Be Provided by the Indenture Trustee	62
Section 12.04 Regulation AB Reports by Indenture Trustee	63

iv

SCHEDULE A	–	Schedule of Receivables
EXHIBIT A-1	–	Form of Class A-1 Note
EXHIBIT A-2	–	Form of Class A-2 Note
EXHIBIT A-3	–	Form of Class A-3 Note
EXHIBIT A-4	–	Form of Class A-4 Note
EXHIBIT B	–	Form of Class B Note
EXHIBIT C	–	Servicing Criteria for Indenture Trustee’s Assessment of Compliance
EXHIBIT D	–	Form of Indenture Trustee’s Annual Certification
[EXHIBIT E	–	Form of Transferor Certificate]
[EXHIBIT F	–	Form of Investment Letter]

v

THIS INDENTURE dated as of [        ] (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a Delaware statutory trust (the “Issuing Entity”), and [        ], a [        ], as trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 [        ]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 [        ]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 [        ]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 [        ]% Asset-Backed Notes (the “Class A-4 Notes”) and Class B [        ]% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”):

GRANTING CLAUSE

The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in

respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Sale and Servicing Agreement of even date herewith between the Issuing Entity and World Omni Auto Receivables LLC. All references herein to “the Indenture” or “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture.

Section 1.02 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

2

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE II

THE NOTES

Section 2.01 Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit B, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, and Exhibit B are part of the terms of this Indenture.

Section 2.02 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall upon receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[        ], Class A-2 Notes for original issue in an aggregate principal amount of $[        ], Class A-3 Notes for original issue in an aggregate principal amount of $[        ], Class A-4 Notes for original issue in an aggregate principal amount of $[        ]and Class B Notes for original issue in an aggregate principal amount of $[        ]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06.

3

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof[; provided, that the minimum amounts of the Class [        ] Notes shall be subject to the restrictions set forth in Section 2.04].

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03 Temporary Notes. Pending the preparation of definitive Notes, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuing Entity shall cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.04 Transfer Restrictions on Notes

(a) [As of the date of this Indenture, the Class [        ] Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit E (the “Transferor Certificate”) and Exhibit F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to

4

the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class [        ] Notes 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 Class [        ]Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.]

(b) [Except in a transfer to the Depositor or by the Depositor to an Affiliate thereof that is a United States Person (within the meaning of Section 7701(a)(30) of the Code), transfer of a Class [        ] Note shall not be made to any Person unless counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that such Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for United States federal income tax purposes after such sale, pledge, or other transfer. Any attempted sale, pledge, or other transfer in contravention of this subsection (b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Class [        ]Notes.[

(c) [Reserved].

(d) By acquiring a [Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note], each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each [Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note] will bear a legend reflecting such deemed representation.

(e) [By directly or indirectly acquiring a Class [        ] Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows:

(i) it understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Notes may be resold, pledged or transferred

5

only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions;

(ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A;

(iii) [Reserved];

(iv) it understands that the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and

6

(v) the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.]

Section 2.05 Registration; Registration of Transfer and Exchange. The Issuing Entity shall cause to be kept a register (the “Note Register”) in which the Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

7

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee or Note Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, and provided that the requirements of Sections 8-405 and 8-406 of the UCC are met, the Issuing Entity shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

8

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07 Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.08 Payment of Principal and Interest; Defaulted Interest.

(a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as applicable, subject to Section 3.01. Interest on the [Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes] will be calculated on the basis of [a 360-day year consisting of twelve 30-day months]. Interest on the [Class A-1 Notes] will be calculated on the basis of [the actual number of days in the related Interest Accrual Period and a 360-day year]. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable class Final Scheduled Payment Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

9

(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Class of Notes shall be payable in full on the Final Scheduled Payment Date for such class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(c), subject to Section 3.01.

(c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, principal shall be paid in accordance with the priorities set forth in Section 8.02(d) or Section 8.02(e), as the case may be. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.

(d) If the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.09 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to it; provided, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

10

Section 2.10 Release of Collateral. Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates, and the Indenture Trustee shall provide copies of such documents to the Swap Counterparty, if any.

Section 2.11 Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and

(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

11

Section 2.12 Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.13, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note Owners; provided, that, the Indenture Trustee’s obligation to provide or forward any notice or other communication to the Noteholders may be met by the Indenture Trustee posting a copy of such information on its internet website described in Section 6.06 promptly following its receipt thereof.

Section 2.13 Definitive Notes. [The Class [        ] Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes.] If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least 50% of the Outstanding Amount of the Controlling Securities advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Section 2.14 Tax Treatment. The Issuing Entity has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes including federal, state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. The Issuing Entity, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for all purposes including federal, state and local income and franchise tax purposes as indebtedness.

Section 2.15 CUSIP Numbers. The Issuing Entity in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such “CUSIP” numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes and any such redemption shall not be affected by any defect in or omission of such numbers. The Depositor will promptly notify the Indenture Trustee in writing of any change in the “CUSIP” numbers.

12

ARTICLE III

COVENANTS

Section 3.01 Payment of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(c), the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders and (v) for the benefit of the Class B Notes, to the Class B Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Section 3.02 Maintenance of Office or Agency. The Issuing Entity will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. Such office or agency will initially be the office of the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity will give prompt written notice to the Indenture Trustee of any change in the location of any such office or agency. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.03 Money for Payments to Be Held in Trust. As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant to Section 8.02(c), (d), (e) and (g) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section.

On or before the Payment Determination Date or the Business Day prior to the Redemption Date, as applicable, the Issuing Entity shall allocate or cause to be allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

13

The Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified

14

therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuing Entity. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuing Entity, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04 Existence. The Issuing Entity will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuing Entity will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) 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 Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

Section 3.05 Protection of Trust Estate. The Issuing Entity will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and also deliver the Schedule of Receivables and the Sale and Servicing Agreement (including Schedule A thereto, as revised from time to time) to the Indenture Trustee, and will take such other action necessary or advisable to:

(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iii) enforce any of the Collateral; or

(iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties.

The Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05. The Issuing Entity hereby authorizes the filing of such financing statements and ratifies any such financing statements filed prior to the date hereof; it being understood that such authorization shall not be deemed to be an obligation on the part of the Indenture Trustee to make any such filing.

15

Section 3.06 Opinions as to Trust Estate.

(a) On the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b) On or before April 30, in each calendar year, beginning in 20[        ], the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until April 30 in the following calendar year.

Section 3.07 Performance of Obligations; Servicing of Receivables.

(a) The Issuing Entity will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement.

(b) The Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture.

(c) The Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and

16

within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuing Entity shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities.

(d) If the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuing Entity is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuing Entity shall take all reasonable steps available to it to remedy such failure.

(e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, the Indenture Trustee shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuing Entity and the Depositor and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuing Entity as provided below. Upon delivery of any such notice to the Issuing Entity, the Indenture Trustee shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of Contracts and (ii) enter into a servicing agreement with the Issuing Entity having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuing Entity shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuing Entity shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale

17

and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its affiliates, provided that it shall be fully liable for the actions and omissions of such affiliate in such capacity as Successor Servicer.

(f) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Indenture Trustee shall notify the Issuing Entity of such appointment, specifying in such notice the name and address of such Successor Servicer.

(g) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuing Entity agrees (i) that it will not, without the prior written consent of the Indenture Trustee or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities and, if such action would result in a material adverse effect on, the Swap Counterparty, if any, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Administration Agreement, the Interest Rate Swaps, if any, or the Swap Counterparty Rights Agreement, if any (except as may be permitted thereby), or waive timely performance or observance by the Servicer or the Depositor under the Sale and Servicing Agreement (except as may be permitted thereby); and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Controlling Securities that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuing Entity agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Section 3.08 Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:

(i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;

(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or

18

(iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

Section 3.09 Annual Statement as to Compliance. The Issuing Entity will deliver to the Indenture Trustee, with a copy to the Swap Counterparty, if any, within 120 days after the end of each fiscal year of the Issuing Entity (commencing with the fiscal year 20[        ]), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i) a review of the activities of the Issuing Entity during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has complied in all material respects with all conditions and covenants under this Indenture throughout such year or, if there has been a material default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.10 Issuing Entity May Consolidate, etc., Only on Certain Terms.

(a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein;

19

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder;

(v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless:

(i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

20

(iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder;

(v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 3.11 Successor or Transferee. Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been named as the Issuing Entity herein.

(b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), World Omni Auto Receivables Trust 20[        ]-[        ] will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that World Omni Auto Receivables Trust 20[        ]-[        ] is to be so released.

Section 3.12 No Other Business. The Issuing Entity shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto. After the end of the Funding Period or, if there is no Funding Period, after the Closing Date, the Issuing Entity shall not fund the purchase of any new Contracts.

Section 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness.

Section 3.14 Servicer’s Obligations. The Issuing Entity shall use all reasonable efforts to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07(b) and Article IX of the Sale and Servicing Agreement.

Section 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuing Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

21

Section 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.17 Removal of Administrator. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal.

Section 3.18 Restricted Payments. The Issuing Entity shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise with respect to any ownership or equity interest or security in or of the Issuing Entity or to the Servicer (except as provided in the Basic Documents), (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuing Entity may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 1.01(a)(ii) of the Administration Agreement. The Issuing Entity will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.

Section 3.19 Notice of Events of Default. The Issuing Entity shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each Servicer Default.

Section 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee or as necessary, the Issuing Entity will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

22

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(A) either:

(1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or

(2) all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(I) have become due and payable, or

(II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity,

and the Issuing Entity, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;

23

(B) the Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder or under the Interest Rate Swaps, if any; and

(C) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Section 4.02 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, (i) to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest and (ii) to the Swap Counterparty, of all sums due or to become due to the Swap Counterparty under and in accordance with the Interest Rate Swaps, if any; but such monies need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

Section 4.03 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE V

REMEDIES

Section 5.01 Events of Default.

(a) “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and, subject to Sections 5.01(iv) and (v) whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five Business Days; provided, however, that until the Outstanding Amount of the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note shall not by itself constitute an Event of Default hereunder;

24

(ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (A) in accordance with Sections 3.01 and 8.02(c) to the extent funds are available therefor and (B) on the related Final Scheduled Payment Date; or

(iii) material default in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Securities, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

(iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Trust Estate 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 of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v) the commencement by the Issuing Entity 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 the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of any action by the Issuing Entity in furtherance of any of the foregoing.

(b) The Issuing Entity shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (a)(iii), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

25

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

Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by Noteholders) and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty, if any, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing 50% of the Outstanding Amount of the Controlling Securities, by written notice to the Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

26

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuing Entity covenants that if (i) an Event of Default specified in Section 5.01(i) has occurred and is continuing or (ii) an Event of Default specified in Section 5.01(ii) has occurred and is continuing, the Issuing Entity will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b) In case the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d) In case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

27

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuing Entity, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

28

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or at the direction of the holders of at least 50% of the Controlling Securities shall, do one or more of the following (subject to Section 5.05):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and

(iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of not less than 66 2/3% of the Outstanding Amount of the Controlling Securities. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

29

(b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order or priority: (i) pro rata to the Indenture Trustee for amounts due under Section 6.07 and to the Owner Trustee for amounts due under Section 8.01 and Section 8.02 of the Trust Agreement and (ii) to the Collection Account as Collections to be applied pursuant to Article V of the Sale and Servicing Agreement.

The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Section 5.05 Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Section 5.06 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Securities have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of at least 50% of the Outstanding Amount of the Controlling Securities.

30

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

Subject to Section 5.06(v), in the event the Indenture Trustee shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 50% of the Outstanding Amount of the Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

31

Section 5.11 Control by Noteholders. The Holders of 50% of the Outstanding Amount of the Controlling Securities shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(i) such direction shall not be in conflict with any rule of law or with this Indenture;

(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Outstanding Amount of the Controlling Securities;

(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Trust Estate shall be of no force and effect; and

(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Holders of Notes of not less than 50% of the Outstanding Amount of the Controlling Securities may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. The Indenture Trustee will give written notice of any such waiver to the Swap Counterparty, if any. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

32

Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and reasonable expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Securities or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity shall take all such lawful action as the Indenture Trustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement and such Interest Rate Swap, if any to the extent and in the manner directed by the Indenture Trustee, in its discretion or at the direction of

33

the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement or any such Interest Rate Swap, if any on the part of the Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement and any Interest Rate Swap, if any.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the Outstanding Amount of the Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the Depositor or the Servicer or the Interest Rate Swap, if any under or in connection with the Sale and Servicing Agreement or any Interest Rate Swap, if any, or against the Depositor under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer, of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement or any Interest Rate Swap, if any, as the case may be, and any right of the Issuing Entity to take such action shall be suspended.

(c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty, if any, of each request for action that is made and direction received pursuant to this Section 5.16.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01 Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however,

34

in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity.

(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(i) Subject to the other provisions of this Indenture and the Basic Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or

35

filing or depositing or to any re-recording, refiling or redepositing of any thereof, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(j) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture.

Section 6.02 Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel of its own selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities;

36

provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such cost, expense or liability as a condition to taking any such action.

(h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act.

(i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k) In no event shall the Trustee be personally liable (i) for special, consequential or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers.

Section 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuing Entity or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.05 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder and the Swap Counterparty, if any notice of the Default within 90 days after it

37

occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.06 Reports by Indenture Trustee. The Indenture Trustee shall deliver to each Noteholder such information as may be required to enable such holder to prepare its federal and state income tax returns. On or before each Payment Date, the Indenture Trustee will post a copy of the statement or statements provided to the Indenture Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to the applicable Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Noteholders. The Indenture Trustee’s internet website shall initially be located at “[            ]”. Assistance in using the website can be obtained by calling the Indenture Trustee’s customer service desk at [(        )         ]. The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution more convenient and/or accessible for such Noteholders, and the Indenture Trustee shall provide on the website timely and adequate notification to all parties regarding any such change.

Section 6.07 Compensation and Indemnity. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall, or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee against any and all loss, liability, claim, damage or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not relieve the Issuing Entity or the Administrator of its obligations hereunder. The Issuing Entity shall, or shall cause the Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

38

Section 6.08 Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time by so notifying the Issuing Entity and the Swap Counterparty, if any. The Indenture Trustee shall resign following the occurrence of an Event of Default if required by Section 3.10 of the TIA. The Indenture Trustee shall bear all costs and expenses of locating and procuring the written acceptance by a qualified successor Indenture Trustee within 90 days of such Event of Default. The Holders of at least 50% of the Outstanding Amount of the Controlling Securities may remove the Indenture Trustee by so notifying the Indenture Trustee and the Depositor and may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

(ii) the Indenture Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuing Entity and the Swap Counterparty, if any. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities may, at the expense of the Issuing Entity, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

39

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Depositor (who shall promptly provide such notice to the Rating Agencies) prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or

40

unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least [        ] by [        ] and [        ] by [        ]. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 6.12 Preferential Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

41

Section 6.13 Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely:

(a) the Indenture Trustee is a [            ] [            ] duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

(d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

(e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Section 6.14 Communications Regarding Demands to Repurchase Receivables. The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of all demands received by a Reporting Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide (x) notification to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, and (y) any other records or information reasonably requested by World Omni or the Depositor, as applicable, that is in the Indenture Trustee’s possession and reasonably accessible to it, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a)

42

in the case of World Omni, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.14 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations 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 agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB. Nor shall the Indenture Trustee have any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Indenture or the Sale and Servicing Agreement or the transactions contemplated thereby, other than any express duties or obligations as Indenture Trustee under this Indenture.

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01 Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity will furnish or cause to be furnished to the Indenture Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such lists shall be required to be furnished.

Section 7.02 Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

43

(b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

Section 7.03 Reports by Issuing Entity.

(a) The Issuing Entity shall:

(i) file with the Indenture Trustee, within 15 days after the Issuing Entity is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to The Depository Trust Company, on behalf of the Noteholders as described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission; and

(iv) delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuing Entity’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).

(b) Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of each year.

Section 7.04 Reports by Indenture Trustee. If required by TIA § 313(a), within 60 days after each February 1, beginning with [            ], the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) and to the Swap Counterparty, if any a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).

44

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange or delisted therefrom.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02 Trust Accounts.

(a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with and in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement.

(b) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, the Indenture Trustee shall make all withdrawals and deposits to the Collection Account, Note Distribution Account, Reserve Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement.

(c) Except as otherwise provided in paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:

(i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes;

45

(ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes;

(iii) to the Holders of the Class A Notes and the Class B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes and Class B Notes in the following order of priority:

(A) to the Class A-1 Notes until they are paid in full; then

(B) to the Class A-2 Notes until they are paid in full; then

(C) to the Class A-3 Notes until they are paid in full; then

(D) to the Class A-4 Notes until they are paid in full; and then

(E) to the Class B Notes until they are paid in full.

In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full.

(d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

(e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated

46

pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes.

(f) [Reserved].

(g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Section 8.03 General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee subject to the provisions of Section 5.01(b) of the Sale and Servicing Agreement. All income or other gain from investments of monies deposited in the Trust Accounts shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such investments shall be charged to such account. The Issuing Entity will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any Trust Account unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Issuing Entity (or the Servicer) shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by such time as may be agreed by the Issuing Entity and Indenture Trustee on any Business Day, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes

47

but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an Event of Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in Eligible Investments (as defined in the Sale and Servicing Agreement) specified in clause (i) of the definition thereof.

Section 8.04 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Section 8.05 Opinion of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

48

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of Noteholders.

(a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained;

(iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or

49

(viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder.

(c) Notwithstanding any other provision of this Indenture, no indenture supplement (other than any supplement made pursuant to Section 9.01(a)(viii) above) shall be effective unless the Swap Counterparty, if any, consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no material adverse effect on the interests of the Swap Counterparty, if any.

Section 9.02 Supplemental Indentures with Consent of Noteholders.

(a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture 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 change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the

50

enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;

(v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;

(vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or

(viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes.

(b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.

51

(c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

(d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

(e) Notwithstanding any other provision of this Indenture, no indenture supplement shall be effective unless the Swap Counterparty, if any consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no material adverse effect on the interests of the Swap Counterparty, if any.

Section 9.03 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be provided with and, subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.04 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

Section 9.06 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved

52

by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

REDEMPTION OF NOTES

Section 10.01 Redemption. The outstanding Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the Redemption Price; provided that the Issuing Entity has available funds sufficient to pay the Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the outstanding Notes are to be redeemed pursuant to this Section, the Servicer or the Issuing Entity shall furnish notice of such election to the Indenture Trustee not later than the close of business on the first calendar day of the month in which the Redemption Date occurs and the Issuing Entity shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.

Section 10.02 Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted not later than 10 days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuing Entity to be maintained as provided in Section 3.02); and

(d) applicable “CUSIP” numbers.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

53

Section 10.03 Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuing Entity shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

54

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of the person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by clause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.

(v) Notwithstanding Section 2.10 or any other provision of this Section, the Issuing Entity may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by

55

the Basic Documents and (B) make cash payments out of the Note Distribution Account as and to the extent permitted or required by the Basic Documents, so long as the Issuing Entity shall deliver to the Indenture Trustee every six months, commencing [            ], an Officer’s Certificate of the Issuing Entity stating that all the dispositions of Collateral described in clauses (A) or (B) above that occurred during the preceding six calendar months were in the ordinary course of the Issuing Entity’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Section 11.02 Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

56

Section 11.03 Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of the Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section.

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Indenture Trustee shall promptly deliver to the Swap Counterparty, if any, copies of any notice it receives from the Noteholders.

Section 11.04 Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with:

(i) the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be made via e-mail transmission, pdf, facsimile or overnight delivery) to or with the Indenture Trustee at its Corporate Trust Office, or

(ii) the Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuing Entity addressed to: World Omni Auto Receivables Trust 20[        ]-[        ], in care of [        ],[        ], or at any other address previously furnished in writing to the Indenture Trustee by the Issuing Entity or the Administrator. The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

57

Notices required to be given to the Rating Agencies shall be given to the Depositor, which shall promptly post such notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations.

Section 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuing Entity will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

58

Section 11.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.09 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

Section 11.10 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders, the Swap Counterparty, if any and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. The Swap Counterparty, if any shall be a third-party beneficiary to this Indenture, but only to the extent that it has any rights specified herein or rights with respect to this Indenture specified under any applicable Swap Counterparty Rights Agreement.

Section 11.12 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 11.13 GOVERNING LAW. THIS INDENTURE 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 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

59

Section 11.16 Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture 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, (b) 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, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (d) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement and the Administration Agreement.

In the event that a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’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 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Depositor or the Issuing Entity, or join in any institution against the Depositor or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

60

Section 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.19 Waiver of Jury Trial. EACH OF THE ISSUING ENTITY AND THE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01 Intent of the Parties; Reasonableness. The Depositor and the Indenture Trustee acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and 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 the Depositor’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Indenture Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any indenture supplement.

Section 12.02 Additional Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent to the Depositor, as of the date on which information is provided to The Depository Trust Company under Section 6.06 that, except as disclosed in writing to the Depositor prior to such date to the best of its knowledge, but without independent investigation: (i) neither the execution, delivery and performance by the Indenture Trustee of this Indenture or any indenture supplement, the performance by the

61

Indenture Trustee of its obligations under this Indenture or any indenture supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any indenture supplement, or of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Indenture or any indenture supplement or to perform its obligations under this Indenture or any indenture supplement.

Section 12.03 Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information.

For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum:

(a) the Indenture Trustee’s name and form of organization;

(b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables;

(c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction:

62

(i) the sponsor;

(ii) any depositor;

(iii) the issuing entity;

(iv) any servicer;

(v) any trustee;

(vi) any originator;

(vii) any significant obligor;

(viii) any enhancement or support provider, including any swap counterparty; and

(ix) any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Section 12.04 Regulation AB Reports by Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee will, on or before March 1 of each year, beginning March 1, 20[        ]:

(i) deliver to the Depositor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria specified in Exhibit C during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture trustee, and shall address each of the Servicing Criteria specified in Exhibit C or such criteria as mutually agreed upon by the Depositor and the Indenture Trustee.

(ii) deliver to the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(iii) deliver to the Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Depositor substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Depositor and the Indenture Trustee.

63

IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ],
By:	[            ], not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:
[            ], not in its individual capacity but  solely as Indenture Trustee
By:
	Name:
	Title:

SCHEDULE A

Schedule of Receivables

Provided to the Indenture Trustee and Owner Trustee at Closing

Sch. A

EXHIBIT A-1

[FORM OF CLASS A-1 NOTE]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED	$
No.:	CUSIP No.: [        ]
	ISIN No.: [        ]
	CINS No.:

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

CLASS A-1 [        ]% ASSET-BACKED NOTES

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ], or registered assigns, the principal sum of             DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $            and the denominator of which is $[            ] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of [            ] (the “Indenture”), between the Issuing Entity and [            ], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [            ] Payment Date (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.

Ex. A-1-1

The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be computed on the basis of [the actual number of days in the Interest Accrual Period divided by 360]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Ex. A-1-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:	WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]
	By: [            ], not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date:	[            ], not in its individual capacity but solely as Indenture Trustee
	By:
		Name:
		Title:

Ex. A-1-3

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-1 [            ]% Asset-Backed Notes (herein called the “Class A-1 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and subject to the subordination provisions set forth therein.

Principal of the Class A-1 Notes will be payable on each Payment Date and, if the Class A-1 Notes have not been paid in full prior to the Class A-1 Final Scheduled Payment Date, on the Class A-1 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment Date” means the [fifteenth] day of each month or, if such day is not a Business Day, the immediately following Business Day. The initial Payment Date will be [            ].

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Class A-1 Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of [            ], payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date or, if applicable, the Class A-1 Final Scheduled Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date or the Class A-1 Final Scheduled Payment Date, as applicable, by notice mailed or transmitted by facsimile prior to such Payment Date or the Class A-1 Final Scheduled Payment Date, as applicable, and the

Ex. A-1-4

amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuing Entity shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity, or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

Ex. A-1-5

The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income and franchise tax purposes as indebtedness of the Issuing Entity.

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

Ex. A-1-6

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of [            ] in its individual capacity, [            ] in its individual capacity, any owner of a beneficial interest in the Issuing Entity, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or failure to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Ex. A-1-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                   , attorney, transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:			*
	Signature Guaranteed:
		*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Ex. A-1-8

EXHIBIT A-2

[FORM OF CLASS A-2 NOTE]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED	$
No.:	CUSIP No.: [        ]
	ISIN No.: [        ]
	CINS No.:

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

CLASS A-2 [            ]% ASSET-BACKED NOTES

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ], or registered assigns, the principal sum of             DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $            and the denominator of which is $[            ] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of [            ] (the “Indenture”), between the Issuing Entity and [            ], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [            ] Payment Date (the “Class A-2 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-2 Notes shall be made until the Class A-1 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.

Ex. A-2-1

BY ACQUIRING A CLASS A-2 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION AND HOLDING OF THE CLASS A-2 NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW.

The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be computed on the basis of [a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Ex. A-2-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:	WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]
	By: [        ], not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date:	[        ], not in its individual capacity but solely as Indenture Trustee
	By:
	Name:
	Title:

Ex. A-2-3

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-2 [            ]% Asset-Backed Notes (herein called the “Class A-2 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and subject to the subordination provisions therein.

Principal of the Class A-2 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the [fifteenth] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [            ].

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Class A-2 Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of [            ], payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

Ex. A-2-4

The Issuing Entity shall pay interest on overdue installments of interest at the Class A-2 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity, or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuing Entity.

Ex. A-2-5

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Ex. A-2-6

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of [            ] in its individual capacity, [            ] in its individual capacity, any owner of a beneficial interest in the Issuing Entity, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Ex. A-2-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                   , attorney, transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:			*
	Signature Guaranteed:
		*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Ex. A-2-8

EXHIBIT A-3

[FORM OF CLASS A-3 NOTE]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED	$
No.:	CUSIP No.: [        ]
	ISIN No.: [        ]
	CINS No.:

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

CLASS A-3 [        ]% ASSET-BACKED NOTES

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to[        ] or registered assigns, the principal sum of             DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $            and the denominator of which is $[        ] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the Indenture dated as of [        ] (the “Indenture”), between the Issuing Entity and [        ], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [        ] Payment Date (the “Class A-3 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-3 Notes shall be made until the Class A-1 and Class A-2 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.

Ex. A-3-1

BY ACQUIRING A CLASS A-3 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION AND HOLDING OF THE CLASS A-3 NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW.

The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be computed on the basis of [a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Ex. A-3-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:	WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]
	By: [            ], not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date:	[        ], not in its individual capacity but solely as Indenture Trustee
	By:
	Name:
	Title:

Ex. A-3-3

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-3 [        ]% Asset-Backed Notes (herein called the “Class A-3 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and subject to the subordination provisions therein.

Principal of the Class A-3 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the [fifteenth] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [        ].

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Class A-3 Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of [        ], payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

Ex. A-3-4

The Issuing Entity shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity, or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuing Entity.

Ex. A-3-5

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Ex. A-3-6

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of [        ] in its individual capacity, [        ] in its individual capacity, any owner of a beneficial interest in the Issuing Entity, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Ex. A-3-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:             

                                 (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                               , attorney, transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:			*
	Signature Guaranteed:
		*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Ex. A-3-8

EXHIBIT A-4

[FORM OF CLASS A-4 NOTE]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED	$
No.:	CUSIP No.: [        ]
	ISIN No.: [        ]
	CINS No.:

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

CLASS A-4 [            ]% ASSET-BACKED NOTES

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ], or registered assigns, the principal sum of             DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $            and the denominator of which is $[            ] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of [            ] (the “Indenture”), between the Issuing Entity and [            ], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [            ] Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.

Ex. A-4-1

BY ACQUIRING A CLASS A NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION AND HOLDING OF THE CLASS A NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW.

The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be computed on the basis of [a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Ex. A-4-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:	WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]
	By: [            ], not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date:	[            ], not in its individual capacity but  solely as Indenture Trustee
	By:
	Name:
	Title:

Ex. A-4-3

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-4 [            ]% Asset-Backed Notes (herein called the “Class A-4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and subject to the subordination provisions therein.

Principal of the Class A-4 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the [fifteenth] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [            ].

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Class A-4 Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of [            ], payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

Ex. A-4-4

The Issuing Entity shall pay interest on overdue installments of interest at the Class A-4 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity, or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuing Entity.

Ex. A-4-5

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Ex. A-4-6

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of [            ] in its individual capacity, [            ] in its individual capacity, any owner of a beneficial interest in the Issuing Entity, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Ex. A-4-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

                                   (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                   , attorney, transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:			*
	Signature Guaranteed:
		*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Ex. A-4-8

EXHIBIT B

[FORM OF CLASS B NOTE]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED	$
No.:	CUSIP No.: [        ]
	ISIN No.: [        ]
	CINS No.:

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

CLASS B [            ]% ASSET-BACKED NOTES

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to [            ] or registered assigns, the principal sum of             DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $        and the denominator of which is $[            ] by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class B Notes pursuant to Section 3.01 of the Indenture dated as of [            ] (the “Indenture”), between the Issuing Entity and [            ], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [            ] Payment Date (the “Class B Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class B Notes shall be made until the Class A-1, Class A-2, Class A-3 and Class A-4 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.

Ex. B-1

BY ACQUIRING A CLASS B NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION AND HOLDING OF THE CLASS B NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW.

The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be computed on the basis of [a 360-day year of twelve 30-day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Ex. B-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:	WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]
	By: [            ], not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date:	[            ], not in its individual capacity but solely as Indenture Trustee
		By:
		Name:
		Title:

Ex. B-3

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class B [            ]% Asset-Backed Notes (herein called the “Class B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Class B Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and subject to the subordination provisions therein.

Principal of the Class B Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the [fifteenth] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [            ].

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Class B Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of [                    ], payments will be made by wire transfer in immediately available funds to the account designated by such person or nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

Ex. B-4

The Issuing Entity shall pay interest on overdue installments of interest at the Class B Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity, or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder (other than World Omni Auto Receivables LLC and its affiliates), by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuing Entity.

Ex. B-5

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Ex. B-6

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of [            ] in its individual capacity, The [            ] in its individual capacity, any owner of a beneficial interest in the Issuing Entity, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Ex. B-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                  , attorney, transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:			*
	Signature Guaranteed:
		*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Ex. B-8

EXHIBIT C

SERVICING CRITERIA FOR INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE

Reference	Servicing Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Trustee
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Trustee
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Trustee
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.

Ex. C-1

Reference	Servicing Criteria
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Trustee
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Trustee
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Trustee
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a Account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

Ex. C-2

Reference	Servicing Criteria
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

Ex. C-3

EXHIBIT D

FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION

RE: WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

The [            ] not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to World Omni Auto Receivables LLC (the “Depositor”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

1. It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the Indenture Trustee to the Depositor pursuant to the Indenture, dated as of [            ], by and between the Indenture Trustee and World Omni Auto Receivables Trust 20[        ]-[        ] (collectively, the “Indenture Trustee Information”);

2. To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information;

3. To the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Agreement has been provided to the Depositor; and

4. To the best of its knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Indenture Trustee has fulfilled its obligations under the Agreement.

	[            ], not in its individual capacity but solely as Indenture Trustee
	By:
		Name: Title:
Date:

Ex. D

[EXHIBIT E]

[FORM OF TRANSFEROR CERTIFICATE]

[DATE]

[            ]

[            ]

[World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442]

[Re: World Omni Auto Receivables Trust 20[            ]-[            ] Class [            ] Notes]

[Ladies and Gentlemen:]

[In connection with our disposition of the above-referenced Class [            ] Notes (the “Class [            ] Notes”) we certify that (a) we understand that the Class [            ] Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (b) we have not offered or sold any Class [            ] Notes to, or solicited offers to buy any Class [            ] Notes from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.]

Very truly yours, [NAME OF TRANSFEROR]
By:
	Authorized Officer

Ex. E

[EXHIBIT F]

[FORM OF INVESTMENT LETTER]

[            ]

[            ]

[World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442]

[Ladies and Gentlemen:]

[In connection with our proposed purchase of Class [            ] Notes (the “Class [            ] Notes”) of World Omni Auto Receivables Trust 20[            ]-[            ] (the “Issuing Entity”), we confirm that:]

1. [We understand that the Class [            ] Notes have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Class [            ] Notes are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and (y) that such Class [            ] Notes may be resold, pledged or transferred only (i) to World Omni Auto Receivables LLC (“WOAR”), (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form hereof, (iii) so long as such Class [            ] Note is eligible for resale pursuant to Rule 144A under the 1933 Act (“Rule 144A”), to a person whom we reasonably believe after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the 1933 Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and WOAR in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and WOAR. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of WOAR, any affiliate of WOAR or the Indenture Trustee), satisfactory to the Indenture Trustee and WOAR, be delivered to the Indenture Trustee and WOAR to the effect that such transfer will not violate the 1933 Act, and will be effected in accordance

Ex. F-1

with any applicable securities laws of each state of the United States. We will notify any purchaser of the Class [        ] Notes from us of the above resale restrictions, if then applicable. We further understand that in connection with any transfer of the Class [        ] Notes by us that the Indenture Trustee and WOAR may request, and if so requested we will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions.

2. [CHECK ONE]

(a) We are an Accredited Investor acting for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless we are a bank acting in its fiduciary capacity). We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Class [            ] Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment for an indefinite period of time. We are acquiring the Class [            ] Notes or investment and not with a view to, or for offer and sale in connection with, a public distribution.

(b) We are a “qualified institutional buyer” as defined under Rule 144A under the 1933 Act and are acquiring the Class [            ] Notes for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). We are familiar with Rule 144A under the 1933 Act and are aware that the seller of the Class [            ] Notes and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the 1933 Act provided by Rule 144A.

3. Either (i) we are not acquiring the Class [            ] Notes with the assets of any (A) employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (B) plan described in Section 4975(e)(1) of the Code, (C) entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (D) plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (ii) our acquisition and holding of the Class [            ] Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. We hereby acknowledge that no transfer of any Class [            ] Note shall be permitted to be made to any transferee unless either (i) such transferee is not acquiring the Class [            ] Note with the assets of any Plan or (ii) the acquisition and holding of such Class [            ] Note will not constitute or result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law.

Ex. F-2

4. Unless counsel satisfactory to the Indenture Trustee shall have rendered an opinion to the effect that the Class [            ] Notes to be transferred will be characterized as indebtedness for United States federal income tax purposes, we represent that we are a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code), and acknowledge that unless the Indenture Trustee shall have received such an opinion, no transfer of any Class [        ] Note shall be permitted to be made to any person who is not a United States Person and any such purported transfer in violation of these restrictions shall be null and void.

5. We understand that the Indenture Trustee, WOAR and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of the Class [        ] Notes, for our own account or for one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify WOAR.

6. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.]

Very truly yours, [NAME OF PURCHASER]
By:
	Name: Title:
Date:

Ex. F-3

EX-4.3

Exhibit 4.3

TRUST AGREEMENT

between

WORLD OMNI AUTO RECEIVABLES LLC,

as Depositor,

and

[        ],

as Owner Trustee

Dated [        ]

TABLE OF CONTENTS

	Page
ARTICLE I Definitions		1
Section 1.01 Capitalized Terms		1
ARTICLE II Organization		1
Section 2.01 Name		1
Section 2.02 Office		1
Section 2.03 Purposes and Powers		1
Section 2.04 Appointment of Owner Trustee		2
Section 2.05 Initial Capital Contribution of Owner Trust Estate		2
Section 2.06 Declaration of Trust		2
Section 2.07 Liability of the Depositor and the Certificateholders		3
Section 2.08 Title to Trust Property		3
Section 2.09 Situs of Trust		3
Section 2.10 Representations and Warranties of the Depositor		4
Section 2.11 Financing Statements		5
Section 2.12 Amended and Restated Trust Agreement		5
ARTICLE III Trust Certificates and Transfer of Interests		5
Section 3.01 [Reserved]		5
Section 3.02 The Trust Certificates		5
Section 3.03 Authentication of Trust Certificates		5
Section 3.04 Registration of Transfer and Exchange of Trust Certificates		6
Section 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates		8
Section 3.06 Persons Deemed Owners		8
Section 3.07 Access to List of Certificateholders’ Names and Addresses		8
Section 3.08 Maintenance of Office or Agency		9
Section 3.09 Appointment of Paying Agent		9
ARTICLE IV Actions by Owner Trustee		9
Section 4.01 Prior Notice to Certificateholders with Respect to Certain Matters		9
Section 4.02 Action by Certificateholders with Respect to Certain Matters		10
Section 4.03 Action by Certificateholders with Respect to Bankruptcy		10
Section 4.04 Restrictions on Certificateholders’ Power		11
Section 4.05 Majority Control		11
ARTICLE V Application of Trust Funds; Certain Duties		11
Section 5.01 [Reserved]		11
Section 5.02 Application of Trust Funds		11
Section 5.03 Method of Payment		12
Section 5.04 No Segregation of Monies; No Interest		12
Section 5.05 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others		12
Section 5.06 Signature on Returns		13

i

ARTICLE VI Authority and Duties of Owner Trustee	13
Section 6.01 General Authority	13
Section 6.02 General Duties	13
Section 6.03 Action upon Instruction	14
Section 6.04 No Duties Except as Specified in this Agreement or in Instructions	14
Section 6.05 No Action Except Under Specified Documents or Instructions	15
Section 6.06 Restrictions	15
Section 6.07 Execution of Notes	15
Section 6.08 Doing Business in Other Jurisdictions	15
ARTICLE VII Concerning the Owner Trustee	16
Section 7.01 Acceptance of Trusts and Duties	16
Section 7.02 Furnishing of Documents	17
Section 7.03 Representations and Warranties of the Owner Trustee	18
Section 7.04 [Reserved]	18
Section 7.05 Reliance; Advice of Counsel	18
Section 7.06 Not Acting in Individual Capacity	19
Section 7.07 Owner Trustee Not Liable for Trust Certificates or Receivables	19
Section 7.08 Owner Trustee May Own Trust Certificates and Notes	19
Section 7.09 Legal Proceedings	20
Section 7.10 Communications Regarding Demands to Repurchase Receivables	20
ARTICLE VIII Compensation of Owner Trustee	21
Section 8.01 Owner Trustee’s Fees and Expenses	21
Section 8.02 Indemnification	21
Section 8.03 Payments to the Owner Trustee	21
ARTICLE IX Termination of Trust Agreement	22
Section 9.01 Termination of Trust Agreement	22
ARTICLE X Successor Owner Trustees and Additional Owner Trustees	23
Section 10.01 Eligibility Requirements for Owner Trustee	23
Section 10.02 Resignation or Removal of Owner Trustee	23
Section 10.03 Successor Owner Trustee	24
Section 10.04 Merger or Consolidation of the Owner Trustee	24
Section 10.05 Appointment of Co-Trustee or Separate Trustee	25
ARTICLE XI Miscellaneous	26
Section 11.01 Supplements and Amendments	26
Section 11.02 No Legal Title to Owner Trust Estate in Certificateholders	27
Section 11.03 Limitations on Rights of Others	27
Section 11.04 Notices	27
Section 11.05 Severability	28
Section 11.06 Separate Counterparts	28
Section 11.07 Successors and Assigns	28

ii

Section 11.08 Covenants of the Depositor	28
Section 11.09 No Petition	28
Section 11.10 No Recourse	29
Section 11.11 Headings	29
Section 11.12 GOVERNING LAW	29
Section 11.13 Compliance with Applicable Anti-Terrorism and Anti Money Laundering Regulations	30
ARTICLE XII COMPLIANCE WITH REGULATION AB	30
Section 12.01 Intent of the Parties; Reasonableness	30
Section 12.02 Information to Be Provided by the Owner Trustee	31

EXHIBIT A	Form of Trust Certificate
EXHIBIT B	Form of Certificate of Trust
EXHIBIT C	Form of Transferor Certificate
EXHIBIT D	Form of Investment Letter
EXHIBIT E	Form of Receivables

iii

TRUST AGREEMENT

This TRUST AGREEMENT is dated [            ], between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and [            ], a [            ], as owner trustee.

ARTICLE I

DEFINITIONS

Section 1.01 Capitalized Terms. Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Sale and Servicing Agreement of even date herewith. All references herein to “the Agreement” or “this Agreement” are to this Trust Agreement as it may be amended and supplemented 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 and 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

ORGANIZATION

Section 2.01 Name. The Trust shall be known as “World Omni Auto Receivables Trust 20[            ]-[            ]” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. The Trust shall obtain and maintain qualification to transact business in the State of Alabama. For the purpose of qualifying to transact business in the State of Alabama, the Trust may adopt the fictitious name of “World Omni Auto Receivables Trust 20[            ]-[            ] (Inc.)” and may conduct the business of the Trust in the State of Alabama under such fictitious name.

Section 2.02 Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.

Section 2.03 Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities and the Trust shall have the power and authority:

(i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor;

(ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, and to pay the organizational, start-up and transactional expenses of the Trust;

(iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party;

(v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments;

(vi) to give the Issuing Entity Order to the Indenture Trustee to authenticate and deliver the Notes; and

(vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Section 2.04 Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and under the Statutory Trust Act.

Section 2.05 Initial Capital Contribution of Owner Trust Estate. The Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, the sum of $1 previously delivered. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate. Notwithstanding Section 8.01 hereof, the Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.06 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a

2

separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Section 2.07 Liability of the Depositor and the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Owner Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Trust Certificates, or by a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this Section 2.07.

(a) No Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.

Section 2.08 Title to Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

Section 2.09 Situs of Trust. The Trust will be located in the State of Delaware and administered in the State of Illinois. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware [or     ]. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware [or     ], and payments will be made by the Trust only from Delaware [or     ]. The only office of the Trust shall be the principal corporate trust office of the Owner Trustee located at [            ].

3

Section 2.10 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(a) 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 power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) 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) The Depositor has the 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 Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action.

(d) 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 the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, 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.

(e) 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 or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement 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 or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

4

Section 2.11 Financing Statements. The Trust hereby authorizes the filing of financing statements in connection with the grant of a security interest to the Indenture Trustee pursuant to the granting clause of the Indenture. In addition, the Trust hereby ratifies any such financing statements filed prior to the date hereof.

Section 2.12 Amended and Restated Trust Agreement. This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [            ], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01 [Reserved].

Section 3.02 The Trust Certificates. The Trust Certificates shall represent in the aggregate a 100% Percentage Interest in the Trust. On the date hereof, the Depositor or its designee shall be the sole Certificateholder of each of the Trust Certificates and each of the Trust Certificates shall be registered, upon initial issuance, in the name of the Depositor or its designee. The Trust Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates.

A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

Section 3.03 Authentication of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

5

Section 3.04 Registration of Transfer and Exchange of Trust Certificates. The certificate registrar (the “Certificate Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a certificate register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. [            ] shall be the initial Certificate Registrar.

The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Owner Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and Exhibit D (the “Investment Letter”). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A transaction, there shall also be delivered to the Certificate Registrar, the Owner Trustee and the Depositor an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Certificate Registrar, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall provide to any Certificateholder and any prospective transferee designated by any 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 registration exemption provided by Rule 144A. Each Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Certificate Registrar, the Owner Trustee, the Indenture Trustee, the Depositor and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.

No transfer of a Trust Certificate shall be made to any Person unless the Certificate Registrar has received (A) a certificate in the form of paragraph 3 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is not and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that (i) the purchase and holding of such

6

Trust Certificate will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and (ii) will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Certificate Registrar, the Indenture Trustee, World Omni (in any capacity) or the Depositor. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee.

No transfer of a Trust Certificate shall be made to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar has received (A) a certificate in the form of paragraph 4 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is a United States Person within the meaning of Section 7701(a)(30) of the Code and (B) the Depositor, the Certificate Registrar, the Owner Trustee and the Indenture Trustee shall have received an opinion of counsel (which counsel is independent from the Depositor and the Trust) that such action shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes and such transferee or assignee shall agree to take positions for tax purposes consistent with the tax positions set forth in Section 2.06 of this Agreement as agreed to be taken by the Certificateholder.

The Certificate Registrar shall cause each Certificate to contain a legend stating that transfer of the Certificates is subject to certain restrictions and referring prospective purchasers of the Certificates to the terms of this Agreement with respect to such restrictions.

Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08. No Certificate (other than the Certificates issued to and held by the Depositor or its Affiliates) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust).

Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or such Certificateholder’s attorney duly authorized in writing. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.

7

No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates.

The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Section 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been acquired by a protected purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

Section 3.06 Persons Deemed Owners. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar or any Paying Agent may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

Section 3.07 Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer or the Depositor, a list, in such form as the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Certificateholders of Trust Certificates evidencing not less than a 25% Percentage Interest of the Certificates apply in writing to the Certificate Registrar, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Certificate Registrar shall, within five Business Days

8

after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Basic Documents may be served, and the Certificate Registrar shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Trust Certificates and Basic Documents may be served. The Owner Trustee initially designates its Corporate Trust Office as its office for such purposes and the Indenture Trustee, as Certificate Registrar, initially designates its Corporate Trust Office as its office for such purposes. Each of the Owner Trustee and the Certificate Registrar shall give prompt written notice to the Depositor and to the Certificateholders of any change in the location of any such office or agency.

Section 3.09 Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Indenture Trustee will be the initial Paying Agent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Depositor to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

Section 4.01 Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

9

(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);

(b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B (unless such amendment is required to be filed under the Statutory Trust Act);

(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; or

(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders.

Section 4.02 Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator under the Administration Agreement pursuant to Section 8 thereof, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof, (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture or (e) appoint, pursuant to the Indenture, a successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Agreement, a successor Certificate Registrar, or consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

Section 4.03 Action by Certificateholders with Respect to Bankruptcy. To the fullest extent permitted by applicable law, the Owner Trustee shall not have any power to, and shall not, (i) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (v) make any assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

10

Section 4.04 Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.03 or contrary to applicable law, nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05 Majority Control. Except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Certificateholders of Trust Certificates evidencing in the aggregate not less than a 50% Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Certificateholders of Trust Certificates evidencing in the aggregate not less than a 50% Percentage Interest at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01 [Reserved].

Section 5.02 Application of Trust Funds.

(a) On each Payment Date, subject to Section 5.02(b) hereof, the Paying Agent shall distribute to Certificateholders, on a pro rata basis, amounts pursuant to Section 5.06(ii)(I) or (iii)(H), or Section 5.07(d) of the Sale and Servicing Agreement with respect to such Payment Date.

The Certificateholders 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 before 11:00 a.m. New York City time on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 5.06(ii)(I) or (iii)(H), or Section 5.07(d) of the Sale and Servicing Agreement. 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 Section 5.06(ii)(I) of the Sale and Servicing Agreement).

(b) On each Payment Date, the Paying Agent shall post a copy of the statement or statements provided to the Indenture Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Certificateholder. The Paying Agent’s internet website shall initially be located at [            ]. Assistance in using the website can be obtained by calling the Paying Agent’s customer service desk at [(    )     ]. The Paying Agent may change the way the statements and information are posted or distributed in order to make such distribution more convenient and/or accessible for such Certificateholders, and the Paying Agent shall provide on the website timely and adequate notification to all parties regarding any such change.

11

Section 5.03 Method of Payment. Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the preceding Record Date either (x) by wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions no later than the Record Date prior to such Payment Date, or (y) if such Certificateholder does not qualify under clause (x), by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee (or the Paying Agent on its behalf) may in its sole discretion withhold such amounts in accordance with this Section 5.03. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

Section 5.04 No Segregation of Monies; No Interest. Subject to Section 5.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. The Owner Trustee may establish accounts and receive, maintain and disburse funds in accordance with the terms hereof and the Basic Documents.

Section 5.05 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the

12

Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “tax matters partner” (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.

Section 5.06 Signature on Returns.

The Depositor (or, if the Depositor no longer owns any of the Certificates, the Certificateholder designated for such purpose pursuant to Section 5.05) or the Administrator shall sign the tax returns of the Trust on behalf of the Trust, unless applicable law requires the Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner Trustee, as required by applicable law.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01 General Authority. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and, in each case, in such form as the Depositor shall approve, as evidenced conclusively by the presentation of such documents for execution to the Owner Trustee by the Depositor or its counsel. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time, but shall not be obligated, to take such action as the Administrator directs in writing with respect to the Basic Documents.

Section 6.02 General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Trust hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

13

Section 6.03 Action upon Instruction.

(a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV.

(b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.

(d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.

14

Section 6.04 No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any filing, including any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it will promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

Section 6.05 No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents or (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

Section 6.06 Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.06.

Section 6.07 Execution of Notes. The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute the Notes pursuant to the Indenture.

Section 6.08 Doing Business in Other Jurisdictions. Notwithstanding anything contained herein or in any other Basic Document to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than any state in which it is qualified to do business (any such state, a “State of Qualification”) if the taking of such action may (i) require the consent, approval, authorization or order of, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than a State of Qualification; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof, other than a State of Qualification, becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than a State of Qualification for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee, as the case may be, contemplated hereby or in any other Transaction Document. In the event that the Owner Trustee does not take any action because such action may result in the consequences described in the preceding sentence, it will appoint an additional trustee pursuant to Section 10.05 to proceed with such action.

15

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) for liabilities arising from the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or (iv) for federal or state taxes, fees or other charges, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee;

(b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by them in accordance with the instructions of the Administrator or any Certificateholder (provided that the instructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable);

(c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of their rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;

(d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

(e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein;

16

(f) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall not have any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Depositor under the Sale and Servicing Agreement;

(g) The Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in them by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to it reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than their negligence or willful misconduct in the performance of any such act;

(h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities or communications services;

(i) In no event shall the Owner Trustee be personally liable (i) for special, consequential or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers;

(j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002; and

(k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters.

Section 7.02 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee.

17

Section 7.03 Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

(a) It is a [            ] duly formed and validly existing under the laws of [            ]. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will (i) contravene any federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement or the other Basic Documents.

(d) It has the power and authority to execute and deliver this Agreement and, on behalf of the Trust, the other Basic Documents to which the Trust is a party and to carry out their respective terms; and the execution, delivery, and performance of this Agreement by it and the other Basic Documents to which the Trust is a party have been duly authorized by all necessary corporate action.

(e) This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Section 7.04 [Reserved].

Section 7.05 Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper (whether in its original or facsimile form) believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by its president or any vice president or by the treasurer or other Authorized Officers, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

18

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with it, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith which it believes to be authorized or within its rights or powers, in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not to its knowledge contrary to this Agreement or any Basic Document.

Section 7.06 Not Acting in Individual Capacity. Except as provided in this Article VII, in accepting the trusts hereby created, [            ] acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

Section 7.07 Owner Trustee Not Liable for Trust Certificates or Receivables. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic Document or of the Trust Certificates (other than the signature and countersignature of the Owner Trustee on the Trust Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall not at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation, or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Section 7.08 Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

19

Section 7.09 Legal Proceedings. As required by Regulation AB, the Owner Trustee will promptly as practicable notify the Servicer, the Depositor and the Issuing Entity of the commencement or, if applicable, the termination of any and all legal proceedings of which any property of the Owner Trustee is the subject, and any such proceedings known to be contemplated by governmental authorities, in each case, that is material to the Holders of any Notes. In addition, the Owner Trustee will furnish to the Servicer, the Depositor and the Issuing Entity, in writing, the necessary disclosure describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed pursuant to the Exchange Act.

Section 7.10 Communications Regarding Demands to Repurchase Receivables. The Owner Trustee shall provide notice to World Omni and the Depositor as soon as practicable of all demands communicated to a Reporting Officer of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Subject to this Section 7.10, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either World Omni or the Depositor, provide notification to World Omni and the Depositor with respect to any actions taken by the Owner Trustee with respect to any such demand communicated to a Reporting Officer of the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Owner Trustee from time to time. The Owner Trustee acknowledges and agrees that the purpose of this Section 7.10 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations 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 agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information in its actual possession that are reasonably requested in writing by World Omni or the Depositor and necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 7.10. The obligations of the Owner Trustee under the first two sentences of this Section 7.10 to notify the Depositor and World Omni of any such demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations explicitly require reporting by World Omni and the Depositor solely with respect to demands in written form.

20

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

Section 8.01 Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder during the term of this Agreement such fees as have been separately agreed upon in writing before the date hereof between the Administrator and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Administrator pursuant to the Administration Agreement for its other reasonable and documented expenses hereunder, including the reasonable and documented compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder; provided, that reimbursement for expenses and disbursements of any legal counsel to the Owner Trustee in connection with the initial Closing Date shall be subject to any limitations separately agreed upon before the date hereof between the Depositor (or any Affiliate thereof) and the Owner Trustee. The provisions of this Section 8.01 shall survive the resignation or removal of the Owner Trustee and the termination of this Agreement.

Section 8.02 Indemnification. Pursuant to the Administration Agreement, the Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its officers, directors, stockholders, employees, successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by or asserted against any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of any Indemnified Party hereunder, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in clauses (i), (ii), (iii) or (iv) of the third sentence of Section 7.01. The indemnities contained in this Section shall survive the resignation or removal of the Owner Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity is sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld or delayed.

Section 8.03 Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII shall be deemed not to be a part of the Owner Trust Estate simultaneously with such payment.

21

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01 Termination of Trust Agreement. (a) The Trust shall be dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement, the Interest Rate Swaps, if any, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust or (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Paying Agent shall give such notice to the Certificate Registrar (if other than the Indenture Trustee) and the Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner Trust Estate after exhaustion of such remedies shall be distributed by the Paying Agent to the Depositor subject to applicable escheat laws.

22

(d) Upon the winding up of the Trust and receipt of written instruction from the Administrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation (as provided to it) with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Statutory Trust Act and thereupon the Trust and this Trust Agreement (other than Article VIII) shall terminate and be of no further force or effect.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times be a corporation or other entity satisfying the provisions of Section 3807(a) of the Statutory Trust Act and it shall at all times be authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authorities and having (or having a parent which has) a long-term rating in any generic rating category which signifies investment grade by each Rating Agency or a rating otherwise acceptable to each Rating Agency. If such entity shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign promptly in the manner and with the effect specified in Section 10.02.

Section 10.02 Resignation or Removal of Owner Trustee. (a) Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee, as applicable, may petition (at the expense of the Depositor) any court of competent jurisdiction for the appointment of a successor Owner Trustee.

(b) Subject to paragraph (c) of this Section, if at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee. If the Administrator or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentences, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee and one copy to the Depositor, together with the basis for removal.

23

(c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Section 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

Section 10.04 Merger or Consolidation of the Owner Trustee. Any corporation or other entity into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor to and assume all obligations of the Owner Trustee, without the execution or filing of any assignment or other instrument or any further act on the part of such other entity or any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation or other entity shall be eligible pursuant to Section 10.01 and, provided, further, that the Owner Trustee shall mail notice of such merger, conversion or consolidation to the Depositor, who shall promptly deliver such notice to each Rating Agency.

24

Section 10.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a) All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

25

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer’s Certificate of the Depositor stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of holders of at least 50% of the Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate of the Depositor to that effect is delivered to the Indenture Trustee and the Owner Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholders evidencing not less than a 50% Percentage Interest of the Trust Certificates (unless (i) the interests of the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate of the Depositor 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) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Controlling Securities and the Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the holders of all the Outstanding Notes and Certificates affected thereby.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and each Rating Agency.

It shall not be necessary for the consent of Certificateholders, Noteholders or the Indenture Trustee 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

26

thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Administrator may prescribe.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware.

In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Issuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by this Agreement or, as applicable such other agreement, and that all conditions precedent to the execution and delivery thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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

Section 11.02 No Legal Title to Owner Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

Section 11.03 Limitations on Rights of Others. Except for Section 2.07, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator, the Servicer and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than Section 2.07 hereof), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.04 Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or on the next Business Day after delivery if delivered by a recognized overnight courier or upon receipt of written confirmation of receipt of facsimile, if delivered by facsimile (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office, facsimile: [(        )    ], if to the Depositor, addressed to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, telephone: [(    )         ], facsimile: [(    )        ], Attention: Treasurer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

27

(b) Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 11.05 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 11.06 Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted assignees, the Owner Trustee and its successors, and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

Section 11.08 Covenants of the Depositor. In the event that any Certificateholder commences any litigation with claims in excess of $1,000,000 to which the Depositor is a party which in the judgment of counsel to the Depositor who may be an employee of the Depositor, shall be reasonably likely to result in a material judgment against the Depositor that the Depositor will not be able to satisfy, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Depositor, such judgment has been satisfied), the Depositor shall not pay any dividend to World Omni, or make any distribution to World Omni, or repay the principal amount of any indebtedness of the Depositor held by World Omni, unless (i) after giving effect to such dividend, distribution or repayment, the Depositor’s liquid assets shall not be less than the amount of actual damages claimed in such litigation that are reasonably likely to equal the amount of the judgment, if any, against the Depositor or (ii) the Rating Agency Condition shall have been satisfied with respect to any such dividend, distribution or repayment. The Depositor will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the Basic Documents.

28

Section 11.09 No Petition. To the fullest extent permitted by applicable law, the Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Trust Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the Basic Documents.

Section 11.10 No Recourse. Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder’s Trust Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the Basic Documents to which such parties are a party.

In the event that a Certificateholder (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 and the Certificateholders acknowledge and agree that: (i) such Certifcateholder’s Certificate represents an undivided beneficial interest in the assets of the Trust and the Trust Estate only, (ii) any such Certificateholder’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 11.11 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 11.12 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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; provided, however, that there shall not be applicable to the parties hereunder or this Agreement any provision of the laws (common or statutory) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof, (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or

29

investing trust assets or (g) the establishment of fiduciary or other standards of responsibility or limitations on the acts or powers of trustees that are inconsistent with the limitations or authorities and powers of the Owner Trustee hereunder as set forth or referenced in this Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust.

To the fullest extent permitted by applicable law, each of the parties to this agreement and each Certificateholder by its acceptance thereof, hereby irrevocably and unconditionally consents to submit to the nonexclusive jurisdiction of the courts of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, the Certificates or the transactions contemplated hereby or thereby.

EACH OF THE PARTIES HERETO, AND EACH CERTIFICATEHOLDER BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CERTIFICATES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 11.13 Compliance with Applicable Anti-Terrorism and Anti Money Laundering Regulations. In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Owner Trustee may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Owner Trustee. Accordingly each of the parties to this transaction agrees to provide to the Owner Trustee upon its request from time to time such indentifying information and documentation as may be available for such party in order to enable the Owner Trustee to comply with applicable law.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01 Intent of the Parties; Reasonableness. The Depositor and the Owner Trustee acknowledge and agree that the purpose of this Article XII 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 the Depositor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee agrees to cooperate in good faith with the Depositor and shall deliver (and cause each of its Reporting Subcontractors, if any, to deliver) to the Depositor any information reasonably requested by the Depositor regarding the Owner Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB or any of its other Exchange Act reporting obligations as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement (including with respect to any of its successors or predecessors; provided, however, that this parenthetical shall apply only to the successors or predecessors of the Owner Trustee contemplated by Section 10.04 hereof). The obligations of the Owner Trustee to provide such information shall survive the removal or resignation of the Owner Trustee hereunder.

30

Section 12.02 Information to Be Provided by the Owner Trustee. The Owner Trustee shall (i) on or before the fifth Business Day following a written request of the Depositor, provide to the Depositor, in writing, such information regarding the Owner Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) pursuant to Section 7.09 hereof as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB.

The Owner Trustee shall (i) on or before the fifth Business Day following a written request of the Depositor in connection with the preparation of any required quarterly or annual report, provide to the Depositor such information regarding the Owner Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information. Such information shall include, at a minimum:

(a) the Owner Trustee’s name and form of organization;

(b) a description of the extent to which the Owner Trustee has had prior experience serving as a trustee for asset-backed securities transactions involving receivables of the same type as the Receivables;

(c) a description of any affiliation between the Owner Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Owner Trustee by the Depositor in writing in advance of such Securitization Transaction:

(i) the sponsor;

(ii) any depositor;

(iii) the issuing entity;

(iv) any servicer;

(v) any trustee;

(vi) any originator;

(vii) any significant obligor;

(viii) any enhancement or support provider, including any swap counterparty; and

(ix) any other material transaction party.

31

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

*     *     *     *     *     *

32

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

WORLD OMNI AUTO RECEIVABLES LLC, as Depositor
By:
	Name:
	Title:
[            ], not in its individual capacity but solely as Owner Trustee,
By:
	Name:
	Title:

[            ] acknowledges and accepts, as of the date first above written, its appointment as Paying Agent and Certificate Registrar in accordance with the terms of this Agreement and agrees to be bound by the terms of this Agreement applicable to the Paying Agent and Certificate Registrar.

By: 

Name:

Title:

EXHIBIT A

FORM OF TRUST CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED TO THE NOTES, AS AND TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT (AN “ACCREDITED INVESTOR”) AND THAT IT IS ACQUIRING THIS CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF, (ii) THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (A “QUALIFIED INSTITUTIONAL BUYER”) AND IS ACQUIRING SUCH CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) OR (iii) THAT IT IS AN INVESTOR THAT IS OTHERWISE PERMITTED TO ACQUIRE THIS CERTIFICATE UNDER THE TRUST AGREEMENT.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE TRUST AGREEMENT, TO THE EFFECT THAT IT IS AN ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER, ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE THE OWNER TRUSTEE SHALL

Ex. A-1

REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR. EXCEPT IN THE CASE OF A TRANSFER DESCRIBED IN CLAUSES (i) OR (iii) ABOVE, THE OWNER TRUSTEE, THE DEPOSITOR AND THE CERTIFICATE REGISTRAR SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.

EACH SECURITYHOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, COVENANTS AND AGREES THAT SUCH SECURITYHOLDER, SHALL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING AN INVOLUNTARY CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE TRUST OR THE DEPOSITOR.

THIS CERTIFICATE WILL NOT BE REGISTERED FOR TRANSFER UNLESS THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE DEPOSITOR RECEIVE EITHER (1) A CERTIFICATION FROM THE TRANSFEREE OF SUCH CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE NEITHER IS NOR IS ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH OF THE FOREGOING, A “PLAN”) OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR, THE OWNER TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH TRANSFER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE “PLAN ASSETS” AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER, THE CERTIFICATE REGISTRAR, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND THE ADMINISTRATION AGREEMENT, AND WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER ERISA,

Ex. A-2

SECTION 4975 OF THE CODE OR SIMILAR LAW. ANY PURPORTED TRANSFER OF A CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY OF AN OPINION OF COUNSEL REFERRED TO IN CLAUSE (2) ABOVE SHALL BE VOID AND OF NO EFFECT.

THIS CERTIFICATE WILL NOT BE REGISTERED FOR TRANSFER UNLESS THE CERTIFICATE REGISTRAR RECEIVES (A) A CERTIFICATION FROM THE TRANSFEREE OF SUCH CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE AND (B) THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR, THE DEPOSITOR AND THE INDENTURE TRUSTEE SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL IS INDEPENDENT FROM THE DEPOSITOR AND THE TRUST) THAT SUCH ACTION SHALL NOT CAUSE THE TRUST TO BE TREATED AS AN ASSOCIATION (OR PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES AND SUCH TRANSFEREE OR ASSIGNEE SHALL AGREE TO TAKE POSITIONS FOR TAX PURPOSES CONSISTENT WITH THE TAX POSITIONS SET FORTH IN SECTION 2.06 OF THE TRUST AGREEMENT AS AGREED TO BE TAKEN BY THE CERTIFICATEHOLDER.

Ex. A-3

NO.:

WORLD OMNI AUTO RECEIVABLES TRUST 20 [            ]-[            ]

TRUST CERTIFICATE

evidencing a fractional undivided beneficial interest in the Trust, as defined below, the property which consists of retail installment sale contracts for new and used automobiles and light-duty trucks (transferred to the Trust on the Closing Date (the “Initial Receivables”) and those retail installment contracts transferred to the Trust on Subsequent Transfer Dates during the Funding Period, if any, (the “Subsequent Receivables” and, together with the Initial Receivables, the “Receivables”), all monies received on or after the applicable Cutoff Date; any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability, theft, mechanical breakdown or “guaranteed auto protection” insurance policies relating to Financed Vehicles or Obligors; any Financed Vehicle that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer, or the Trust; the Receivables Purchase Agreement; the Sale and Servicing Agreement, including the right of the Depositor to cause World Omni to purchase Receivables under certain circumstances; the Trust Accounts; and certain other rights under the Trust Agreement and Sale and Servicing Agreement and all proceeds of the foregoing (but excluding the Notes and Trust Certificates).

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF WORLD OMNI AUTO RECEIVABLES LLC, WORLD OMNI FINANCIAL CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES.

THIS CERTIFIES THAT                     is the registered owner of         % nonassessable, fully-paid, fractional undivided beneficial interest in World Omni Auto Receivables Trust 20[        ]-[        ] (the “Trust”), formed by World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”).

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.

[            ], not in its individual capacity but solely as Owner Trustee			[            ], not in its individual capacity but solely as Owner Trustee
		OR	By:	[            ], as Authenticating Agent
By:			By:
	Name:			Name:
	Title:			Title:

Ex. A-4

The Trust was created pursuant to a Trust Agreement dated [            ] (as amended and restated on [            ], and as may be amended, restated or supplemented from time to time, the “Trust Agreement”), between the Depositor and [            ], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement or the Sale and Servicing Agreement, dated as of [            ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Depositor and World Omni Financial Corp., as servicer (the “Servicer”), as applicable.

This Certificate is one of the duly authorized Certificates designated as “Trust Certificates” (herein called the “Trust Certificates”). Also issued under an Indenture, dated as of [            ] (the “Indenture”), between the Trust and [            ], as indenture trustee, are the Notes designated as “Asset-Backed Notes” (the “Notes”). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Certificateholder is bound. The property of the Trust consists of retail installment sale contracts for new and used automobiles and light-duty trucks transferred to the Trust on the Closing Date (the “Initial Receivables”) and those retail installment contracts transferred to the Trust on Subsequent Transfer Dates during the Funding Period, if any, (the “Subsequent Receivables” and, together with the Initial Receivables, the “Receivables”), all monies received after the applicable Cutoff Date; any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability, theft, mechanical breakdown or “guaranteed auto protection” insurance policies relating to Financed Vehicles or Obligors; any Financed Vehicle that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer, or the Trust; the Receivables Purchase Agreement; the Sale and Servicing Agreement, including the right of the Depositor to cause World Omni to purchase Receivables under certain circumstances; the Trust Accounts; the Interest Rate Swaps, if any; and certain other rights under the Trust Agreement and Sale and Servicing Agreement and all proceeds of the foregoing (but excluding the Notes and Trust Certificates). The rights of the Certificateholders are subordinated to the rights of the Noteholders, as and to the extent set forth in the Sale and Servicing Agreement and the Indenture.

Under the Trust Agreement, there will be distributed on the [15^th] of each month of each year or, if such day is not a Business Day, the immediately following Business Day (each, a “Payment Date”), commencing on [            ], to the Person in whose name this Trust Certificate is registered at the close of business on the Business Day immediately preceding such Payment Date (the “Record Date”), such Certificateholder’s fractional undivided interest in the amount to be distributed to Certificateholders on such Payment Date. No distributions will be made on any Certificate on any Payment Date until the full amount of interest and principal payable on the Notes on such Payment Date has been paid in full and the Reserve Account has been replenished to its required amount, if necessary.

The Certificateholder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture.

Ex. A-5

It is the intention of the Depositor, the Servicer and the Certificateholders that, solely for Federal, state and local income and franchise tax purposes, (a) so long as the Trust has only one Certificateholder, the Trust will be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership. Neither the Servicer nor the Depositor or any Certificateholder will take any action to the contrary.

Each Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor, or join in any institution against the Depositor of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the Basic Documents.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee or Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purpose by the Owner Trustee.

Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an Authorized Officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the Certificateholder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.

Ex. A-6

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

	WORLD OMNI AUTO RECEIVABLES TRUST 20[            ]-[            ]
	By:	[            ], not in its individual capacity but solely as Owner Trustee
Dated:		By:
		Name:
		Title:

Ex. A-7

[REVERSE OF TRUST CERTIFICATE]

The Trust Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee, or any affiliates of any of them and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Certificateholders of not less than a 50% Percentage Interest in the Trust Certificates and holders of not less than 50% of the Outstanding Amount of the Controlling Securities. Any such consent by the Certificateholder of this Trust Certificate shall be conclusive and binding on such Certificateholder and on all future Certificateholders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Trust Certificates.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [            ].

Except as provided in the Trust Agreement, the Trust Certificates shall be issued in a 100% Percentage Interest. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

Ex. A-8

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Owner Trust Estate. The Servicer may at its option purchase the Owner Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Trust Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is 10% or less of the Aggregate Starting Principal Balance of all Receivables transferred to the Trust.

Ex. A-9

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Trust Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

Ex. A-10

EXHIBIT B

CERTIFICATE OF TRUST OF

WORLD OMNI AUTO RECEIVABLES TRUST 20[            ]-[            ]

THIS Certificate of Trust of WORLD OMNI AUTO RECEIVABLES TRUST 20[            ]-[            ] (the “Trust”), is being duly executed and filed by the undersigned, not in its individual capacity but solely as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is World Omni Auto Receivables Trust 20[            ]-[            ].

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are [            ], [            ].

3. Effective Date. This Certificate of Trust shall be effective upon filing.

*  *   *   *   *

Ex. B-1

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

[            ], not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

Ex. B-2

EXHIBIT C

FORM OF TRANSFEROR CERTIFICATE

[DATE]

World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

[            ],

as Owner Trustee of World Omni Auto Receivables Trust 20[            ]-[            ]

[            ]

[            ],

as Certificate Registrar of World Omni Auto Receivables Trust 20[            ]-[            ]

[            ]

Re: World Omni Auto Receivables Trust 20[            ]-[            ]

Trust Certificates

Ladies and Gentlemen:

In connection with our disposition of the above-referenced Trust Certificates (the “Certificates”) we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.

Very truly yours,
[NAME OF TRANSFEROR]
By:
	Authorized Officer

Ex. C

EXHIBIT D

FORM OF INVESTMENT LETTER

World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

[            ],

as Owner Trustee of World Omni Auto Receivables Trust 20[            ]-[            ]

[            ]

[            ],

as Certificate Registrar of World Omni Auto Receivables Trust 20[            ]-[            ]

101 Barclay Street, 4W

[            ]

Ladies and Gentlemen:

In connection with our proposed purchase of Trust Certificates (the “Certificates”) of World Omni Auto Receivables Trust 20[            ]-[            ] (the “Issuing Entity”), we confirm that:

1. We understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Certificates are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and (y) that such Certificates may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form hereof, (iii) so long as such Certificate is eligible for resale pursuant to Rule 144A under the 1933 Act (“Rule 144A”), to a person whom we reasonably believe after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the 1933 Act, in which case the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Owner Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Owner Trustee) satisfactory to the Depositor and the Owner Trustee be delivered to the Depositor and the Owner Trustee to the effect that such transfer will not violate the 1933 Act, and will be effected in accordance with any applicable securities laws of each state

Ex. D-1

of the United States. We will notify any purchaser of the Certificates from us of the above resale restrictions, if then applicable. We further understand that in connection with any transfer of the Certificates by us that the Depositor and the Owner Trustee may request, and if so requested we will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions.

2. [CHECK ONE]

(a)We are an Accredited Investor acting for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless we are a bank acting in its fiduciary capacity). We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment for an indefinite period of time. We are acquiring the Certificates for investment and not with a view to, or for offer and sale in connection with, a public distribution.

(b)We are a “qualified institutional buyer” as defined under Rule 144A under the 1933 Act and are acquiring the Certificates for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). We are familiar with Rule 144A under the 1933 Act and are aware that the seller of the Certificates and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the 1933 Act provided by Rule 144A.

3. We are not and are not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Plan”) or (iv) a plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code. We hereby acknowledge that no transfer of any Certificate shall be permitted to be made to any person unless the Trustee has received (i) a certificate from such transferee to the effect of the preceding sentence or (ii) an opinion of counsel satisfactory to the Certificate Registrar and the Depositor to the effect that the purchase and holding of any such Certificate by such person (A) will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Certificate Registrar, the Owner Trustee, the Indenture Trustee, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents with respect to the Certificates and (B) will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law.

4. We are a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code), and acknowledge that unless the Owner Trustee and the Indenture Trustee shall have received an opinion of counsel (which counsel is independent from

Ex. D-2

the Depositor and the Trust) that such action shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, no purchase of any Certificate shall be permitted to be made to any Person who is not a United States Person and any such purported purchase or transfer in violation of these restrictions shall be null and void.

5. We understand that the Depositor, the Trust and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of the Certificates, for our own account or for one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Depositor.

6. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[NAME OF PURCHASER]
By:
	Name:
	Title:
Date:

Ex. D-3

EXHIBIT E

FORM OF RECEIVABLES

Documents on file at:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Ex. E

EX-99.1

Exhibit 99.1

RECEIVABLES PURCHASE AGREEMENT

by and between

WORLD OMNI FINANCIAL CORP.

and

WORLD OMNI AUTO RECEIVABLES LLC

Dated as of [            ]

TABLE OF CONTENTS

		Page No.
ARTICLE I Certain Definitions			1
SECTION 1.01	Definitions		1
ARTICLE II Conveyance of Receivables			2
SECTION 2.01	Conveyance of Receivables		2
SECTION 2.02	Purchase Price		2
SECTION 2.03	Intention of Parties		3
SECTION 2.04	The Closing		3
SECTION 2.05	Covenant Regarding Subsequent Receivables.		3
ARTICLE III Representations and Warranties			4
SECTION 3.01	Representations and Warranties of WOAR		4
SECTION 3.02	Representations and Warranties of World Omni		5
ARTICLE IV Conditions			6
SECTION 4.01	Conditions to Obligation of WOAR		6
SECTION 4.02	Conditions to Obligation of World Omni		7
ARTICLE V Covenants of World Omni			7
SECTION 5.01	Protection of Right, Title and Interest		7
SECTION 5.02	Other Liens or Interests		8
SECTION 5.03	Indemnification		8
ARTICLE VI Miscellaneous Provisions			8
SECTION 6.01	Obligations of World Omni		8
SECTION 6.02	Repurchase Events		9
SECTION 6.03	WOAR Assignment of Repurchased Receivables		9
SECTION 6.04	The Trust		9
SECTION 6.05	Amendment		9
SECTION 6.06	Accountants’ Letters		10
SECTION 6.07	Waivers		10
SECTION 6.08	Notices		10
SECTION 6.09	Costs and Expenses		10
SECTION 6.10	Representations of World Omni and WOAR		10
SECTION 6.11	Confidential Information		11
SECTION 6.12	Headings and Cross-references		11
SECTION 6.13	GOVERNING LAW		11
SECTION 6.14	Counterparts		11

i

EXHIBIT A	Form of Initial RPA Assignment
EXHIBIT B	Form of Subsequent Transfer RPA Assignment
SCHEDULE I	Schedule of Receivables

ii

RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT dated as of [            ], is between World Omni Financial Corp., a Florida corporation (“World Omni”), and World Omni Auto Receivables LLC, a Delaware limited liability company (“WOAR”).

WHEREAS, in the regular course of its business, World Omni has originated and purchased from motor vehicle dealers certain motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks;

WHEREAS, WOAR wishes to purchase on the date hereof and from time to time during the Funding Period, if any, certain Receivables and to transfer such Receivables to World Omni Auto Receivables Trust 20[            ]-[            ] (the “Trust”), which will issue and transfer to WOAR the $[            ] Class A-1 [            ]% Asset-Backed Notes, Series 20[            ]-[            ] (the “Class A-1 Notes”), the $[            ] Class A-2 [            ]% Asset-Backed Notes, Series 20[            ]-[            ] (the “Class A-2 Notes”), the $[            ] Class A-3 [            ]% Asset-Backed Notes, Series 20[            ]-[            ] (the “Class A-3 Notes”), the $[            ] Class A-4 [            ]% Asset-Backed Notes, Series 20[            ]-[            ] (the “Class A-4 Notes”), and the $[            ] Class B [            ]% Asset-Backed Notes, Series 20[        ]-[            ] (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”), with the interest and principal payments on the Notes to be secured by the Receivables, and issue and transfer to WOAR the Certificates representing fractional undivided interests in the property of the Trust including the Receivables, subject to the rights of the Indenture Trustee on behalf of the Noteholders;

WHEREAS, World Omni has agreed to make certain representations and warranties relating to the Receivables and to pay certain expenses and amounts with respect hereto; and

WHEREAS, World Omni and WOAR wish to set forth the terms pursuant to which World Omni will sell the Receivables to WOAR.

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

ARTICLE I

Certain Definitions

SECTION 1.01 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 of even date herewith by and among the Trust, WOAR and World Omni, as Servicer, as it may be amended, supplemented or modified from time to time. All references herein to “the Agreement” or “this Agreement” are to this Receivables Purchase Agreement as it may be amended, supplemented 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 Receivables. In consideration of WOAR’s delivery to or upon the order of World Omni of the Purchase Price (as defined in Section 2.02(a) below), World Omni does hereby sell, transfer, assign, set over and otherwise convey to WOAR, without recourse (subject to the obligations of World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial RPA Assignment”), and (ii) if there is a Funding Period, on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount, in each case, all right, title and interest of World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of World Omni with respect to):

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

(b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Financed Vehicles;

(c) any proceeds with respect to the Receivables identified in the applicable RPA Assignment 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 Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the assignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust;

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

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

SECTION 2.02 Purchase Price. (a) In consideration for the purchase of the Initial Receivables and related assets pursuant to Section 2.01 hereof, WOAR shall pay to World Omni on the Closing Date an amount equal to the aggregate Starting Principal Balances for such Initial Receivables (with respect to such Receivables, the “Purchase Price”) and World Omni shall

2

execute and deliver to WOAR an RPA Assignment with respect to such Initial Receivables and related assets. On the Closing Date, a portion of such Purchase Price payable on such date equal to approximately $[            ] shall be paid to World Omni in immediately available funds and the balance of the Purchase Price ($[            ]) shall be recorded as a capital contribution to WOAR from World Omni.

(b) In consideration for the purchase of Subsequent Receivables and related assets pursuant to Section 2.01 hereof, if any, WOAR shall pay to World Omni the aggregate Starting Principal Balances for such Subsequent Receivables (with respect to such Receivables, the “Purchase Price”) and World Omni shall execute and deliver to WOAR an RPA Assignment with respect to such Subsequent Receivables and related assets. On each Subsequent Transfer Date, if any, a portion of such Purchase Price payable on such date equal to the amount if any, specified by World Omni shall be paid to World Omni in the form of a capital contribution to WOAR and the remainder shall be paid to World Omni in immediately available funds.

SECTION 2.03 Intention of Parties. It is the intention of World Omni and WOAR that each assignment and transfer contemplated herein and by the related RPA Assignment shall constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of the Receivables identified in the related RPA Assignment and other property specified in Section 2.01 hereof, conveying good title thereto free and clear of any liens and encumbrances, from World Omni to WOAR. However, in the event that any such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that such conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), World Omni hereby grants to WOAR a first priority perfected security interest in all of World Omni’s right, title and interest in, to and under the Receivables identified in the related RPA Assignment and other property specified in Section 2.01 hereof whether now existing or hereafter created 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.

SECTION 2.04 The Closing. Each sale and purchase of the Receivables shall take place at a closing at a place, on a date and a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.

SECTION 2.05 Covenant Regarding Subsequent Receivables. If there is a Funding Period, World Omni covenants to deliver and sell to WOAR pursuant to Section 2.01 hereof, on or prior to the end of the Funding Period, Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [            ]% provided that it has originated sufficient Subsequent Receivables that satisfy the eligibility criteria specified in Section 2.03 of the Sale and Servicing Agreement.

3

ARTICLE III

Representations and Warranties

SECTION 3.01 Representations and Warranties of WOAR. WOAR hereby represents and warrants to World Omni as of each Purchase Date:

(a) Organization and Good Standing. WOAR has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the 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 power, authority and legal right to acquire and own the Receivables.

(b) Due Qualification. WOAR 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 its 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 WOAR’s earnings, business affairs or business prospects.

(c) Power and Authority. WOAR has the requisite 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 WOAR by all necessary action.

(d) 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 of WOAR; (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 WOAR 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 the Sale and Servicing Agreement, the Indenture and the Trust Agreement); or (iv), to the best of WOAR’s knowledge, violate any order, rule or regulation applicable to WOAR of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over WOAR 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 WOAR’s earnings, business affairs or business prospects.

(e) No Proceedings. To the best of WOAR’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 WOAR 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 WOAR of its obligations under, or the validity or enforceability of, this Agreement or (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.

4

SECTION 3.02 Representations and Warranties of World Omni. (a) World Omni hereby represents and warrants to WOAR as of each Purchase Date:

(i) Organization and Good Standing. World Omni has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida, with the 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 power, authority and legal right to acquire and own the Receivables.

(ii) Due Qualification. World Omni 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 its 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 World Omni’s earnings, business affairs or business prospects.

(iii) Power and Authority. World Omni 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 all necessary corporate action.

(iv) 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 World Omni, (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 World Omni 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 this Agreement); or (iv), to the best of World Omni’s knowledge, violate any order, rule or regulation applicable to World Omni of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over World Omni 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 World Omni’s earnings, business affairs or business prospects.

(v) No Proceedings. To World Omni’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 World Omni or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by World Omni of its obligations under or the validity or enforceability of, this Agreement or (D) relating to World Omni and which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.

5

(b) World Omni agrees that the representations and warranties in this Section 3.02 shall be conveyed by WOAR to the Issuing Entity under the Sale and Servicing Agreement, and pledged by the Issuing Entity to the Indenture Trustee under the Indenture. World Omni further agrees that any such Person to whom such rights are conveyed may enforce any and all remedies for the breach thereof directly against World Omni. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.

ARTICLE IV

Conditions

SECTION 4.01 Conditions to Obligation of WOAR. The obligation of WOAR to purchase the Receivables on any Purchase Date is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of World Omni hereunder shall be true and correct in all material respects on such Purchase Date, and World Omni shall have performed in all material respects all obligations to be performed by it hereunder on or prior to such Purchase Date.

(b) Documents To Be Delivered by World Omni.

(i) The Assignment. On or prior to such Purchase Date, World Omni will execute and deliver an RPA Assignment.

(ii) Evidence of UCC Filing. On or prior to the tenth day following such Purchase Date, World Omni shall record and file, at its own expense, a UCC-1 financing statement in each jurisdiction required by applicable law, naming World Omni as depositor or debtor, and naming WOAR as purchaser or secured party, describing the Receivables and the other property conveyed hereby, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Receivables to WOAR. World Omni shall deliver a file-stamped copy or other evidence satisfactory to WOAR of such filing to WOAR on or prior to the tenth day following such Purchase Date.

(iii) Schedule of Receivables. On or prior to such Purchase Date, World Omni shall deliver the Schedule of Receivables.

(iv) Other Documents. World Omni shall deliver such other documents as WOAR may reasonably request or, with respect to Subsequent Transfers, if any, as required by Section 2.03 of the Sale and Servicing Agreement.

6

(c) Sale and Servicing Agreement. As a condition to each sale hereunder, World Omni agrees to make the representations and warranties to WOAR in respect of the Receivables set forth in Section 3.01 of the Sale and Servicing Agreement, and in that connection agrees to execute the Sale and Servicing Agreement. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.

(d) Funding Period. The Funding Period, if any, shall not have terminated.

(e) Other Transactions. The transactions contemplated by the Sale and Servicing Agreement, the Indenture and the Trust Agreement to be consummated on or prior to the related Purchase Date shall be consummated on such date.

SECTION 4.02 Conditions to Obligation of World Omni. The obligation of World Omni to sell the Receivables to WOAR is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of WOAR hereunder shall be true and correct in all material respects as of such Purchase Date, and WOAR shall have performed in all material respects all obligations to be performed by it hereunder on or prior to such Purchase Date.

(b) Receivables Purchase Price. On such Purchase Date, WOAR shall have delivered to World Omni the Purchase Price to the extent provided in Section 2.02.

ARTICLE V

Covenants of World Omni

World Omni agrees with WOAR as follows:

SECTION 5.01 Protection of Right, Title and Interest.

(a) Filings. World Omni shall cause all financing statements and continuation statements and any other necessary documents perfecting the right, title and interest of World Omni and WOAR, 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 WOAR hereunder in and to the Receivables and the other property conveyed hereby. World Omni hereby authorizes the filing of such financing statements and ratifies any such financing statements filed prior to the date hereof. World Omni shall deliver to WOAR file stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Name Change. World Omni shall not 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 WOAR at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

7

(c) Relocation. World Omni shall give WOAR at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of formation 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 and shall promptly file any such amendment or new financing statement.

(d) Notice. If at any time World Omni shall propose to sell, grant a security interest in, or otherwise transfer any interest in any Contract to any prospective purchaser, lender or other transferee, World Omni 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 to and is owned by WOAR.

SECTION 5.02 Other Liens or Interests. Except for the conveyances hereunder and under the Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other Basic Documents, World Omni 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 from World Omni to WOAR, and World Omni shall defend the right, title and interest of WOAR in, to and under the Receivables against all claims of third parties claiming through or under World Omni; provided, however, that World Omni’s obligations under this Section shall terminate upon the termination of the Trust pursuant to the Trust Agreement.

SECTION 5.03 Indemnification. World Omni shall indemnify WOAR for any liability resulting from (i) the failure of a Receivable to be originated in compliance in all material respects with all requirements of applicable federal, state and local laws and regulations thereunder, including usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’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 and (ii) any breach of any of its representations and warranties contained herein and any failure by World Omni to comply with its obligations under Sections 5.01 and 5.02 hereof, provided that World Omni’s repurchase obligation as set forth in Section 3.02 of the Sale and Servicing Agreement for a breach of representations and warranties set forth in Section 3.01 thereof is the sole remedy therefor, except with respect to matters set forth in (i) above. These indemnity obligations shall be in addition to any obligation that World Omni may otherwise have.

ARTICLE VI

Miscellaneous Provisions

SECTION 6.01 Obligations of World Omni. The obligations of World Omni under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

8

SECTION 6.02 Repurchase Events. World Omni agrees to repurchase Receivables materially and adversely affected by a breach of the representations and warranties set forth in Section 3.01 of the Sale and Servicing Agreement, all in the manner set forth in Section 3.02 of such agreement (each, a “Repurchase Event”), and in that connection agrees to execute the Sale and Servicing Agreement. This repurchase obligation of World Omni shall constitute the sole remedy of WOAR, the Trust, the Indenture Trustee, the Noteholders, the Owner Trustee or the Certificateholders against World Omni with respect to any Repurchase Event.

SECTION 6.03 WOAR Assignment of Repurchased Receivables. With respect to all Receivables repurchased by World Omni pursuant to this Agreement, WOAR shall assign, without recourse, representation or warranty, to World Omni all WOAR’s right, title and interest in and to such Receivables and all security and documents relating thereto.

SECTION 6.04 The Trust. World Omni acknowledges and agrees that (a) WOAR will, pursuant to the Sale and Servicing Agreement, sell the Receivables to the Trust and assign its rights under this Agreement to the Trust and (b) the Trust will, pursuant to the Indenture, grant the Receivables and its rights under this Agreement and the Sale and Servicing Agreement to the Indenture Trustee on behalf of the Noteholders. World Omni hereby consents to all such sales and assignments and agrees that the Trust or, if pursuant to the Indenture, the Indenture Trustee, may exercise the rights of WOAR and enforce the obligations of World Omni hereunder directly and without the consent of WOAR.

SECTION 6.05 Amendment.

(a) This Agreement may be amended from time to time, upon (i) satisfaction of the Rating Agency Condition and (ii) delivery by World Omni of an Officer’s Certificate stating such amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder, by a written amendment duly executed and delivered by World Omni and WOAR, 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 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 Trust or Receivables.

(b) This Agreement may also be amended by World Omni and WOAR, with the consent of the holders of Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate of World Omni to that effect is delivered to the Indenture Trustee by World Omni and (iii) satisfaction of the Rating Agency Condition) and the holders of Certificates evidencing not less than 50% of the percentage interest of the Certificates (unless (i) the interests of the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate of World Omni to that effect is delivered to the Owner Trustee by World Omni), 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 Trust or Receivables; provided, however, that no such

9

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

SECTION 6.06 Accountants’ Letters. World Omni will cooperate with WOAR and PricewaterhouseCoopers in making available all information and taking all steps reasonably necessary to permit PricewaterhouseCoopers to complete any review required to deliver any negative assurance or similar letter required to be delivered by it in connection with the Basic Documents.

SECTION 6.07 Waivers. No failure or delay on the part of WOAR, or any assignee of WOAR, in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

SECTION 6.08 Notices. All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, or recognized overnight courier or by facsimile confirmed by delivery or mail as described above, and shall be deemed to have been duly given upon receipt (a) in the case of World Omni, to World Omni Financial Corp., 190 Jim Moran Blvd., Deerfield Beach, Florida 33442, (954) 429-2685, Attention: Treasurer; (b) in the case of WOAR, to World Omni Auto Receivables LLC, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442, (954) 429-2685, Attention: Treasurer; and (c) in the case of the Rating Agencies, to WOAR who promptly shall post such notice to the website maintained by WOAR for notifications to nationally recognized statistical ratings organizations.

SECTION 6.09 Costs and Expenses. World Omni shall pay all expenses incident to the performance of its obligations under this Agreement and all reasonable and documented out-of-pocket costs and expenses of WOAR, excluding fees and expenses of counsel, in connection with the perfection as against third parties of WOAR’s right, title and interest in and to the Receivables and the enforcement of any obligation of World Omni hereunder.

SECTION 6.10 Representations of World Omni and WOAR. The respective agreements, representations, warranties and other statements by World Omni and WOAR set forth in or made pursuant to this Agreement or any RPA Assignment shall remain in full force and effect and will survive the sales and assignments referred to in Section 6.04.

10

SECTION 6.11 Confidential Information. WOAR agrees that it will neither use nor disclose to any Person the names and addresses of the Obligors, except in connection with the enforcement of WOAR’s rights hereunder, under the Receivables, under the Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document or as required by any of the foregoing or by law.

SECTION 6.12 Headings and Cross-references. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections of this Agreement.

SECTION 6.13 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT 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 OR THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 6.14 Counterparts. This Agreement may be executed in two 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.

11

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

WORLD OMNI FINANCIAL CORP.

By:

Name:

Title:

WORLD OMNI AUTO RECEIVABLES LLC

By:

Name:

Title:

Exhibit A

FORM OF INITIAL RPA ASSIGNMENT

As of [            ], for value received, in accordance with the Receivables Purchase Agreement dated as of the date hereof, between WORLD OMNI FINANCIAL CORP. (“World Omni”) and WORLD OMNI AUTO RECEIVABLES LLC (“WOAR”), World Omni does hereby sell, assign, transfer and otherwise convey unto WOAR, without recourse (subject to the obligations of World Omni in the Receivables Purchase Agreement), all right, title and interest of World Omni in and to (but none of the obligations of World Omni with respect to): (a) the Initial Receivables identified on the Schedule of Receivables, attached hereto (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 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 World Omni 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 World Omni, WOAR, or, upon the assignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (e) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (f) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (f) shall not include the Purchase Price. The foregoing sale does not constitute and is not intended to result in any assumption by WOAR of any obligation of the undersigned to the obligors, insurers, dealers or any other person in connection with the Initial Receivables, any insurance policies or any agreement or instrument relating to any of them.

This Initial RPA Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Purchase Agreement.

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

Ex. A-1

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

WORLD OMNI FINANCIAL CORP.

By:

Name:

Title:

Ex. A-2

Exhibit B

FORM OF SUBSEQUENT TRANSFER RPA ASSIGNMENT

As of             , 20    , for value received, in accordance with the Receivables Purchase Agreement dated as of [            ] between WORLD OMNI FINANCIAL CORP. (“World Omni”) and WORLD OMNI AUTO RECEIVABLES LLC (“WOAR”), World Omni does hereby sell, assign, transfer and otherwise convey unto WOAR, without recourse (subject to the obligations of World Omni in the Receivables Purchase Agreement), all right, title and interest of World Omni in and to (but none of the obligations of World Omni with respect to: (a) the Subsequent Receivables identified on the Schedule of Receivables attached hereto (all of which are identified in World Omni’s computer files by a code indicating the Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon after the close of business on             , 20    ; (b) the security interests in, and the liens on, such Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of World Omni in the Financed Vehicles; (c) any proceeds with respect to such 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 a Subsequent Receivable and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the assignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (e) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (f) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (f) shall not include the Purchase Price. The foregoing sale does not constitute and is not intended to result in any assumption by WOAR of any obligation of the undersigned to the obligors, insurers, dealers or any other person in connection with such Subsequent Receivables, any insurance policies or any agreement or instrument relating to any of them.

This Subsequent Transfer RPA Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Purchase Agreement.

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

Ex. B-1

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

WORLD OMNI FINANCIAL CORP.

By:

Name:

Title:

Ex. B-2

SCHEDULE I

Schedule of Receivables

[To Be Delivered on or before the Closing Date]

Sch. I

EX-99.2

Exhibit 99.2

ADMINISTRATION AGREEMENT

among

WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ]

as Issuing Entity,

WORLD OMNI FINANCIAL CORP.,

as Administrator,

WORLD OMNI AUTO RECEIVABLES LLC,

as Depositor,

and

[            ],

as Indenture Trustee

Dated as of [            ]

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT, dated as of [            ] (as amended from time to time, this “Agreement”), is among WORLD OMNI AUTO RECEIVABLES TRUST 20[        ]-[        ], a Delaware statutory trust (the “Issuing Entity”), WORLD OMNI FINANCIAL CORP. (“World Omni” or in its capacity as administrator, the “Administrator”), WORLD OMNI AUTO RECEIVABLES LLC (the “Depositor”) and [            ], as Indenture Trustee (the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuing Entity is a statutory trust under the Delaware Statutory Trust Act created by a trust agreement dated as of [            ] (as amended and restated as of the date hereof, and as may be further amended, supplemented or otherwise modified and in effect from time to time, the “Trust Agreement”) between the Depositor, as Depositor, and [            ], as Owner Trustee (together with its successors and assigns in such capacity, the “Owner Trustee”).

WHEREAS, the Issuing Entity is issuing Class A-1 [            ]% Asset-Backed Notes, Class A-2 [            ]% Asset-Backed Notes, Class A-3 [            ]% Asset-Backed Notes, Class A-4 [            ]% Asset-Backed Notes and Class B [            ]% Asset-Backed Notes (collectively, the “Notes”), pursuant to an Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”), between the Issuing Entity and the Indenture Trustee (capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in, or incorporated by reference into, the Indenture);

WHEREAS, the Issuing Entity is issuing Certificates (the “Certificates”) pursuant to the Trust Agreement;

WHEREAS, the Issuing Entity has entered into certain agreements in connection with the issuance of the Notes including (i) the sale and servicing agreement, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale and Servicing Agreement”), among the Issuing Entity, the Depositor and World Omni, as servicer (in such capacity, the “Servicer”), (ii) a Letter of Representations, dated as of the date hereof, among the Issuing Entity, the Indenture Trustee and The Depository Trust Company (“DTC”) relating to the Notes (as amended, supplemented or otherwise modified and in effect from time to time, the “Depository Agreement”), (iii) the Indenture, (iv) the interest rate swap agreements, in effect on the date hereof, between the Trust and the Swap Counterparty, if any (as may be amended, supplemented or otherwise modified and in effect from time to time, the “Interest Rate Swaps”), and (v) the swap counterparty rights agreement, dated as of the date hereof, among the Trust, the Swap Counterparty, the Depositor and World Omni, if any (as may be amended, supplemented or otherwise modified and in effect from time to time, the “Swap Counterparty Rights Agreement”) (the Sale and Servicing Agreement, the Depository Agreement, the Trust Agreement, the Indenture, the Interest Rate Swaps and the Swap Counterparty Rights Agreement shall be referred to hereinafter collectively as the “Related Agreements”);

WHEREAS, pursuant to the Related Agreements, the Issuing Entity and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”), (ii) the Interest Rate Swaps, if any, and (iii) the beneficial ownership interest in the Issuing Entity;

WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuing Entity and the Owner Trustee may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Duties of the Administrator.

(a) Primary Duties of the Administrator.

(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Related Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Agreements. The Administrator shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

(A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

(B) the preparation of or obtaining of the documents and instruments required for execution and authentication of temporary Notes and delivery of the same to the Indenture Trustee (Section 2.03);

2

(C) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05);

(D) the duty to cause the replacement of lost or mutilated Notes upon the request of the Issuing Entity (Section 2.06);

(E) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.08(c));

(F) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.10);

(G) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);

(H) the maintenance of an office in the Borough of Manhattan, City of New York, for registration and transfer or exchange of Notes (Section 3.02);

(I) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(J) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

(K) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04);

(L) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral (Section 3.05);

(M) the delivery of an Opinion of Counsel on the Closing Date and annual Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);

3

(N) the identification in an Officer’s Certificate to the Indenture Trustee of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));

(O) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));

(P) the Issuing Entity’s duty to use all reasonable efforts to cause the Servicer to comply with Sections 4.09, 4.10, 4.11, 5.07(b) and Article IX of the Sale and Servicing Agreement (Section 3.14);

(Q) the delivery of written notice to the Indenture Trustee, Owner Trustee and each Rating Agency of each Event of Default under the Indenture and each default by the Servicer or the Depositor under the Sale and Servicing Agreement (Section 3.19);

(R) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

(S) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.03);

(T) the preparation of any written instruments required to give effect to the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee to the Noteholders and the Swap Counterparty, if any (Sections 6.08 and 6.10);

(U) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);

(V) the preparation and, after execution by the Issuing Entity, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03);

4

(W) the preparation and delivery of Issuing Entity Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);

(X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.04 and 8.05);

(Y) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, the mailing to the Noteholders and delivery to the Rating Agencies of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);

(Z) arranging for the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06);

(AA) the duty to notify Noteholders and the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);

(BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

(CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));

(DD) the notification of the Rating Agencies, upon the failure of the Issuing Entity or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);

(EE) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and

(FF) the recording of the Indenture, if applicable (Section 11.15);

5

(ii) The Administrator will:

(A) pay the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel; provided, that reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee and any Separate Trustee shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee and any Separate Trustee), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct;

(C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any and all loss, liability, claim, damage or expense (including attorneys’ fees) incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Basic Documents, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture. The benefits under this section shall survive the resignation or termination of the Indenture Trustee or the termination of this Agreement;

(D) pay the Owner Trustee compensation for services rendered by the Owner Trustee pursuant to Section 8.01 of the Trust Agreement and reimburse the Owner Trustee for its reasonable and documented expenses including the reasonable and documented compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and duties under the Trust Agreement; provided, that reimbursement for expenses and disbursements of any legal counsel to the Owner Trustee in connection with the initial Closing Date shall be subject to limitations, if any, separately agreed upon before the date hereof between the Depositor (or any Affiliate thereof) and the Owner Trustee; and

6

(E) indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants as primary obligor from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses and other amounts owed to the Owner Trustee pursuant to the Trust Agreement) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee, except only that the Administrator shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01 of the Trust Agreement. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld or delayed; and

(iii) The Administrator shall take all appropriate action that either the Issuing Entity or the Owner Trustee is required to take pursuant to the Interest Rate Swaps, if any and the Swap Counterparty Rights Agreement, if any including, without limitation, the foregoing:

(A) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement;

(B) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement;

(C) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.07(d) of the Indenture in respect of the occurrence of a Servicer Default under the Sale and Servicing Agreement (pursuant to Section 4.02(b) of the Swap Counterparty Rights Agreement);

7

(D) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Depositor of its obligations under the Sale and Servicing Agreement and each default on the part of the Depositor of its obligations under the Sale and Servicing Agreement (pursuant to Section 4.02(c) of the Swap Counterparty Rights Agreement);

(E) the delivery to the Swap Counterparty promptly of a copy of the written notice in the form of an Officer’s Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.01(a)(iii) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (pursuant to Section 4.02(d) of the Swap Counterparty Rights Agreement);

(F) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuing Entity pursuant to Sections 7.03(a)(i) and 7.03(a)(ii) of the Indenture (pursuant to Section 4.02(e) of the Swap Counterparty Rights Agreement);

(G) the delivery of written notice to the Swap Counterparty at least 60 days prior to the removal of the Administrator pursuant to Section 8(b) of this Agreement (pursuant to Section 4.10(a) of the Swap Counterparty Rights Agreement);

(H) the delivery to the Swap Counterparty of a copy of any written notice from the Issuing Entity and delivered to the Administrator effecting the immediate removal of the Administrator pursuant to Section 8(c) of this Agreement (pursuant to Section 4.10(b) of the Swap Counterparty Rights Agreement);

(I) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders (pursuant to Section 4.12 of the Swap Counterparty Rights Agreement);

(J) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.09 of the Indenture (pursuant to Section 4.13(c) of the Swap Counterparty Rights Agreement);

(K) the delivery of prior notice to the Swap Counterparty of any proposed indentures supplemental to the Indenture under Sections 9.01 or 9.02 of the Indenture (pursuant to Section 4.04 of the Swap Counterparty Rights Agreement); and

8

(L) on behalf of the Issuing Entity, the delivery of any notices to the Swap Counterparty required pursuant to Sections 4.02(b),(c),(d) and (e), 4.04, 4.05, 4.06, 4.07, 4.10, 4.12 and 4.13(c) of the Swap Counterparty Rights Agreement.

(b) Additional Duties of the Administrator.

(i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor.

(iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency.

(iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

9

(v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.

(c) Non-Ministerial Matters.

(i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless authorized pursuant to the Basic Documents and within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have unreasonably withheld consent or shall not have provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(A) the amendment of or any supplement to the Indenture;

(B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Contracts);

(C) the amendment, change or modification of the Related Agreements;

(D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrator or a Successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(E) the removal of the Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to the Noteholders under the Related Agreements, (B) sell the Collateral pursuant to clause (iv) of Section 5.04(a) of the Indenture, (C) take any other action that the Issuing Entity directs the Administrator not to take on its behalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

(d) Regulation AB. The Administrator and the Depositor acknowledge and agree that the purpose of this Section 1(d) 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

10

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 Administrator 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 Administrator agrees to comply with all reasonable requests made by the Depositor in good faith for delivery of information and shall 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 the Administrator to provide such information shall survive the removal or termination of the Administrator as Administrator hereunder.

Section 2. Records.

The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuing Entity and the Indenture Trustee with reasonable prior notice at any time during normal business hours. The Issuing Entity and the Indenture Trustee shall, and shall cause their representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations under the Indenture.

Section 3. Compensation.

As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to an annual payment of compensation of $1,000 which shall be solely an obligation of the Servicer.

Section 4. Additional Information to be Furnished to the Issuing Entity.

The Administrator shall furnish to the Issuing Entity and the Indenture Trustee from time to time such additional information regarding the Collateral as the Issuing Entity or the Indenture Trustee shall reasonably request.

Section 5. Independence of the Administrator.

For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrator shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

11

Section 6. No Joint Venture.

Nothing contained in this Agreement shall (i) constitute the Administrator and any of the Issuing Entity, the Owner Trustee or the Indenture Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 7. Other Activities of Administrator.

Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person or entity even though such person or entity may engage in business activities similar to those of the Issuing Entity, the Owner Trustee or the Indenture Trustee.

Section 8. Term of Agreement; Resignation and Removal of Administrator.

This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate.

(a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice.

(b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice.

(c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

12

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity, the Swap Counterparty, if any, and the Indenture Trustee within seven days after the occurrence of such event.

(d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Indenture Trustee and the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Section 9. Action upon Termination, Resignation or Removal.

Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 8 or the resignation or removal of the Administrator pursuant to Section 8(a), (b) or (c), respectively, the Administrator shall be entitled to be paid the prorated portion of all fees and reimbursable expenses as set forth in Section 3 accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.08 deliver to the Issuing Entity all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuing Entity and take all reasonable steps requested to assist the Issuing Entity in making an orderly transfer of the duties of the Administrator. The Administrator’s payment and indemnification obligations pursuant to this Agreement which arose as a result of Administrator’s actions while acting as Administrator shall survive the termination of this Agreement and the resignation and removal of the Administrator.

Section 10. Notices.

Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a) if to the Issuing Entity or the Owner Trustee, to its Corporate Trust Office,

13

(b) if to the Administrator, to:

WORLD OMNI FINANCIAL CORP., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442 Attention: Treasurer, Telecopy: (954) 429-2685,

(c) if to the Swap Counterparty, as set forth in the Interest Rate Swap, if any,

(d) if to the Indenture Trustee, to its Corporate Trust Office,

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.

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

Section 11. Amendments.

(a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the prior written consent of the Owner Trustee, but without the consent of the Noteholders, 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; provided that such amendment will not, as so evidenced, upon the request of the Indenture Trustee, by an Officer’s Certificate of the Administrator, materially and adversely affect the interest of any Noteholder.

(b) This Agreement may also be amended by the parties hereto with the prior written consent of the Owner Trustee and the holders of Notes evidencing at least 50% of the Outstanding Amount of the Controlling Securities 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 Noteholders; provided, further, 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 Contracts or distributions that are required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the holders of Notes which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Depositor, which permission shall not be unreasonably withheld.

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

14

(d) Successors and Assigns.

This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuing Entity, the Owner Trustee and the Indenture Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuing Entity, the Indenture Trustee or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided that the Rating Agency Condition is satisfied and such successor organization executes and delivers to the Issuing Entity, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Issuing Entity, the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

Section 12. Governing Law.

This Agreement shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by, and construed in accordance with, the laws of the State of New York without regard any otherwise applicable conflict of law provisions.

Section 13. Headings.

The section and subsection headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 14. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement.

Section 15. Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall 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 16. Not Applicable to World Omni in Other Capacities.

Nothing in this Agreement shall affect any obligation World Omni may have in any other capacity.

15

Section 17. Limitation of Liability of Owner Trustee and Indenture Trustee.

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

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [            ], 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 its benefits under the Indenture.

Section 18. Third-Party Beneficiary.

The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

Section 19. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, each party hereto shall not, at any time, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity.

16

(b) Notwithstanding any prior termination of this Agreement, each party hereto shall not, solely in its capacity as a creditor of the Depositor, at any time, acquiesce, petition or otherwise invoke or cause the Depositor to 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.

*     *     *     *     *

17

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

WORLD OMNI AUTO RECEIVABLES

TRUST 20[    ]-[    ], as Issuing Entity

By: [            ], not in its individual capacity but

solely as Owner Trustee

By:

Name:

Title:

WORLD OMNI AUTO RECEIVABLES

LLC, as Depositor

By:

Name:

Title:

[            ], as Indenture Trustee

By:

Name:

Title:

WORLD OMNI FINANCIAL CORP., as Administrator

By:

Name:

Title:

EXHIBIT A

FORM OF POWER OF ATTORNEY

STATE OF                                         )

COUNTY OF                                         )

KNOW ALL MEN BY THESE PRESENTS, that [            ], not in its individual capacity but solely as owner trustee (“Owner Trustee”) on behalf of WORLD OMNI AUTO RECEIVABLES TRUST 20[    ]-[    ] (the “Trust”), does hereby make, constitute, and appoint WORLD OMNI FINANCIAL CORP. as Administrator under the Administration Agreement (as defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Owner Trustee or the Trust to prepare, file or deliver pursuant to the Related Agreements (as defined in the Administration Agreement), including, without limitation, to appear for and represent the Owner Trustee and the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and with full power to perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restriction on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. For the purpose of this Power of Attorney, the term “Administration Agreement” means the Administration Agreement, dated as of [            ], by and among the Trust, World Omni Financial Corp., as Administrator, World Omni Auto Receivables LLC, as Depositor, and [            ], as Indenture Trustee, as such may be amended, supplemented or otherwise modified and in effect from time to time.

All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked.

EXECUTED this     day of             ,         

WORLD OMNI AUTO RECEIVABLES

TRUST 20[    ]-[    ]

By: [        ], not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

Ex. A