================================================================================ EXHIBIT 4.3 [FORM OF POOLING AND SERVICING AGREEMENT] among WORLD OMNI AUTO RECEIVABLES LLC, as Seller WORLD OMNI FINANCIAL CORP. as Servicer, and [____________________] as Trustee on behalf of the Certificateholders Dated as of [__________] WORLD OMNI AUTO RECEIVABLES TRUST ____-_ [___]% Asset Backed Certificates, Class [A] [___]% Asset Backed Certificates, Class [B] ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I SPECIAL DEFINITIONS AND TERMS Section 1.01 Special Definitions and Terms.................................................................1 ARTICLE II ESTABLISHMENT OF TRUST Section 2.01 Creation of Trust.............................................................................5 Section 2.02 Acceptance by Trustee.........................................................................5 ARTICLE III CONVEYANCE OF RECEIVABLES Section 3.01 Conveyance of Initial Standard Receivables....................................................5 Section 3.02 [Conveyance of Subsequent Standard Receivables................................................6 ARTICLE IV INCORPORATION OF STANDARD TERMS AND CONDITIONS Section 4.01 Incorporation of Standard Terms and Conditions of Agreement...................................9 ARTICLE V ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 5.01 Additional Representations and Warranties of the Seller......................................10 ARTICLE VI ADDITIONAL PROVISIONS RELATING TO SERVICER Section 6.01 World Omni Financial Corp....................................................................10 Section 6.02 Additional Covenant of the Servicer..........................................................10 -i- SCHEDULE A - Schedule of Receivables SCHEDULE B - Location of Receivable Files SCHEDULE C - Schedule of Eligible Investment Receivables -ii- POOLING AND SERVICING AGREEMENT dated as of [__________], among WORLD OMNI FINANCIAL CORP., a Florida corporation, as seller (the "Seller") and servicer (the "Servicer"), and [____________________], a [____________________] banking corporation, as trustee (the "Trustee"). WHEREAS, the Seller owns or will acquire certain receivables arising in connection with motor vehicle retail installment sale contracts (the "Contracts") generated by World Omni Financial Corp. in the ordinary course of its business; and WHEREAS, the Seller, the Servicer and the Trustee wish to set forth the terms and conditions pursuant to which the Trust (as hereinafter defined) will acquire the Contracts from the Seller, and the Servicer will service the Contracts on behalf of the Trust; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the Seller, the Servicer and the Trustee agree as follows: ARTICLE I SPECIAL DEFINITIONS AND TERMS Section 1.01 Special Definitions and Terms. Capitalized terms used and not defined herein have the meanings assigned thereto in the Standard Terms and Conditions of Agreement. Whenever used in this Agreement and the Standard Terms and Conditions of Agreement, the following words and phrases shall have the following meanings: "Agency Agreement" means the agreement dated as of the date hereof among the Seller, the Servicer, the Trustee and the Agent. "Agent" means [ ], or a successor thereto. "Agreement" means this Pooling and Servicing Agreement, including the Standard Terms and Conditions of Agreement of World Omni Auto Receivables Trusts, dated as of [ ], in the form attached hereto. "Certificates" means the Class [A] Certificates and the Class [B] Certificates. "Class [A] Certificate" means a [ ]% Asset Backed Certificate, Class [A], evidencing a beneficial interest in the Trust, substantially in the form of Exhibit A to the Standard Terms and Conditions of Agreement. "Class [A] Pass-Through Rate" means [_____]%. "Class [A] Percentage" means [_____]%. "Class [A] Prepayment Premium" means an amount equal to the excess, if any, discounted as described below, of (i) the amount of interest that would accrue on the Pre-Funded Percentage with respect to the Class [A] Certificates of any remaining Pre-Funded Amount (the "Class [A] Prepayment Amount") at the Class [A] Pass-Through Rate during the period commencing on and including the Distribution Date on which such Class [A] Prepayment Amount is required to be deposited in the Distribution Account pursuant to Section 14.08(b) to but excluding [__________], over (ii) the amount of interest that would have accrued on such Class [A] Prepayment Amount over the same period at a per annum rate of interest equal to the bond equivalent yield to maturity on the Determination Date preceding such Distribution Date on the [ ]. Such excess shall be discounted on a monthly basis to present value to such Distribution Date at the yield described in clause (ii) above. "Class [B] Certificate" means a [ ]% Asset Backed Certificate, Class [B], evidencing a beneficial interest in the Trust, substantially in the form of Exhibit B to the Standard Terms and Conditions of Agreement. "Class [B] Pass-Through Rate" means [_____]%. "Class [B] Percentage" means [_____]%. "Class [B] Prepayment Premium" means an amount equal to the excess, if any, discounted as described below, of (i) the amount of interest that would accrue on the Pre-Funded Percentage with respect to the Class [B] Certificates of any remaining Pre-Funded Amount (the "Class [B] Prepayment Amount") at the Class [B] Pass-Through Rate during the period commencing on and including the Distribution Date on which such Class [B] Prepayment Amount is required to be deposited in the Distribution Account pursuant to Section 14.08(b) to but excluding [__________], over (ii) the amount of interest that would have accrued on such Class [B] Prepayment Amount over the same period at a per annum rate of interest equal to the bond equivalent yield to maturity on the Determination Date preceding such Distribution Date on the [____________]. Such excess shall be discounted on a monthly basis to present value to such Distribution Date at the yield described in clause (ii) above. "Closing Date" means [______________________________________]. "Corporate Trust Office" means the principal corporate trust office of the Trustee, which at the time of execution of this agreement is [______________________________], Attention: [____________________]. "Depository Agreement" means the agreement dated [____________________], among the Trustee, the Administrator, and The Depository Trust Company, as the initial Clearing Agency, substantially in the form attached as Exhibit C to the Standard Terms and Conditions of Agreement. "Distribution Date" means, with respect to each Collection Period, the [__________] day of the following calendar month or, if such day is not a Business Day, the immediately following Business Day, commencing on [__________]. "Final Scheduled Distribution Date" means [____________________________]. "Final Scheduled Maturity Date" means [_____________________________]. -2- "Funding Period" means the period beginning on and including the Closing Date and ending on the first to occur of (a) the Determination 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 Trustee on such Determination Date) is less than or equal to $[__________], (b) the date on which an Event of Default occurs, (c) the date on which an Insolvency Event occurs with respect to the Seller or the Servicer, and (d) the Determination Date with respect to the Distribution Date. "Initial Certificate Balance" means $[__________]. "Initial Class [A] Balance" means $[__________]. "Initial Class [B] Balance" means $[__________]. "Initial Collection Period" means the period beginning on, and including, [_________] to and including [_________]. "Initial Cutoff Date" means [____________] with respect to Initial Receivables. "Initial Receivable" means any Standard Receivable conveyed to the Trustee hereunder on the Closing Date. "Investment Earnings" means with respect to any Distribution Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be deposited to the Distribution Account on such Distribution Date pursuant to Section 14.01(b). "Lien" means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics' liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor. "Liquidated Receivable" means any Receivable or Eligible Investment Receivable, as applicable, liquidated by the Servicer through sale of a Financed Vehicle or otherwise. "Liquidation Proceeds" means, with respect to a Liquidated Receivable, the monies collected in respect thereof, from whatever source, during the Collection Period in which such Receivable or Eligible Investment Receivable, as applicable, became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection with such liquidation, plus any amounts required by law to be remitted to the Obligor. "Moody's" means Moody's Investors Service, Inc., or its successor. "Obligor" on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable. -3- "Officers' Certificate" means a certificate signed by the (a) chairman of the board, the president, any executive vice president or any vice president and (b) any treasurer, assistant treasurer, secretary or assistant secretary of the Seller or the Servicer, as appropriate. "Opinion of Counsel" means one or more written opinions of counsel, who may be an employee of or counsel to the Seller or the Servicer, which counsel shall be acceptable to the Trustee or Rating Agencies, as applicable. "Original Pool Balance" means the sum, as of any date, of the Pool Balance as of the Initial Cutoff Date, plus the aggregate Principal Balance of the Subsequent Receivables, if any, sold to the Trust, as of their respective Cutoff Dates. "Outstanding Simple Interest Advances" on the Simple Interest Receivables means the sum, as of the close of business on the last day of a Collection Period, of all Simple Interest Advances, reduced as provided in Section 14.04(b). "Person" means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, 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. "Pool Balance" means, as of the close of business on the last day of a Collection Period, the aggregate Principal Balance of the Receivables as of such date (excluding Purchased Receivables and Liquidated Receivables). "Pool Factor" means, as of the close of business on the last day of a Collection Period, a seven-digit decimal figure equal to the Pool Balance divided by the Original Pool Balance. The Pool Factor will be 1.0000000 as of the Initial Cutoff Date; thereafter, the Pool Factor will decline to reflect reductions in the Pool Balance. "Pre-Funded Amount" means, with respect to any Distribution Date, the amount on deposit in the Pre-Funding Account, which initially shall be $[__________]. "Reserve Account Initial Deposit" means, with respect to the Closing Date and taking into account any transfer of Subsequent Receivables on such date, an amount equal to the Specified Reserve Account Balance on the Closing Date (which is equal to $[__________]) and, with respect to each Subsequent Transfer Date after the Closing Date, an amount equal to [_____]% of the Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date. "Servicing Rate" means [_____]% per annum. "Specified Reserve Account Balance" means [STATE FORMULA]. -4- "Standard Terms and Conditions of Agreement" means the Standard Terms and Conditions of Agreement of World Omni Auto Receivables Trusts, dated as of [__________], in the form attached hereto. "Subsequent Receivable" means any Subsequent Standard Receivable conveyed to the Trustee hereunder on a Subsequent Transfer Date conveyed to the Agent on a Subsequent Transfer Date pursuant to the Agency Agreement. "Trustee" means [____________________], a [__________] banking corporation, its successors in interest and any successor Trustee hereunder. ARTICLE II ESTABLISHMENT OF TRUST Section 2.01 Creation of Trust. Upon the execution of this Agreement by the parties hereto, there is hereby created a separate trust, which shall be known as Premier Auto Trust (the "Trust"). The Trust shall be administered pursuant to the provisions of this Agreement for the benefit of the Certificateholders. Section 2.02 Acceptance by Trustee. The Trustee hereby accepts all consideration conveyed by the Seller pursuant to Section 3.01 and declares that it will hold such consideration upon the trusts set forth herein for the benefit of the Certificateholders, subject to the terms and provisions of this Agreement. ARTICLE III CONVEYANCE OF RECEIVABLES Section 3.01 Conveyance of Initial Standard Receivables. In consideration of the Trustee's delivery on the Closing Date to or upon the order of the Seller of Class [A] Certificates in an initial aggregate principal amount equal to the Initial Class [A] Balance and Class [B] Certificates in an initial aggregate principal amount equal to the Initial Class [B] Balance, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Certificateholders, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (1) the Initial Standard Receivables, and all moneys due thereon on or after [__________]; (2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Standard Receivables and any other interest of the Seller in such Financed Vehicles; (3) any proceeds with respect to the Initial Standard Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; -5- (4) any proceeds from recourse to Dealers on Initial Standard Receivables with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (5) any Financed Vehicle that shall have secured any such Initial Standard Receivable and shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; and (6) the proceeds of any and all of the foregoing. Section 3.02 [Conveyance of Subsequent Standard Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 14.08(a), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, for the benefit of the Certificateholders, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (1) the Subsequent Standard Receivables listed on Schedule A to the related Subsequent Transfer Assignment, and all moneys due thereon on or after the related Subsequent Cutoff Date; (2) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Standard Receivables and any other interest of the Seller in such Financed Vehicles; (3) any proceeds with respect to such Subsequent Standard Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; (4) any proceeds from recourse to Dealers determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (5) any Financed Vehicle that shall have secured any such Subsequent Standard Receivable and shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; and (6) the proceeds of any and all of the foregoing. (b) (1) The Seller shall transfer to the Trustee, for the benefit of the Certificateholders, the Subsequent Standard Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Assignment, which shall include supplements to Schedule A listing the Subsequent Receivables; -6- (ii) the Seller shall have deposited in the Collection Account, to the extent required by Section 14.02, all collections in respect of the Subsequent Receivables; (iii) as of each Subsequent Transfer Date, (1) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (2) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (3) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (4) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Reserve Account Initial Deposit for such Subsequent Transfer Date shall have been made pursuant to Section 14.08(a); (v) the Funding Period shall not have terminated; (vi) the Subsequent Receivables transferred to the Trustee pursuant hereto and to the Agent pursuant to the Agency Agreement, including the Subsequent Receivables to be so conveyed to the Trustee and the Agent on such Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (1) not more than [_____]% of the Principal Balances of the Receivables transferred to the Trustee and the Agent, as applicable, shall represent vehicles financed at the Seller's used vehicle rates; and (2) the weighted average APR of the Receivables transferred to the Trustee and the Agent, as applicable, shall not be less than [_____]%, unless, with the prior consent of the Rating Agencies, the Seller increases the Reserve Account Initial Deposit by the Additional Amount solely relating thereto; and the weighted average remaining term of the Receivables transferred to the Trustee and the Agent, as applicable, including the Subsequent Receivables to be conveyed to the Trustee and the Agent on such Subsequent Transfer Date, shall not be greater than [__________] months; (vii) each of the representations and warranties made by the Seller pursuant to Section 12.01 with respect to the Subsequent Receivables shall be true and correct as of the -7- related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Standard Receivables identified in the Subsequent Transfer Assignment have been sold to the Trustee pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trustee in the Trust property; (x) no selection procedures believed by the Seller to be adverse to the interests of the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Certificateholders; and (xii) the Seller shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b)(1). (2) In addition, any such conveyance of Subsequent Standard Receivables made on one or more Subsequent Transfer Dates occurring during any Collection Period also will be subject to the satisfaction, on or before the [_____] day of the month following the end of such Collection Period (or if such [_____] day is not a Business Day, then on the next succeeding Business Day), of the following conditions subsequent: (i) the Seller shall have delivered to the Trustee and the Rating Agencies a statement listing the aggregate Principal Balance of the Subsequent Standard Receivables so transferred to the Trustee transferred to the Agent during the related Collection Period, and any other information reasonably requested by any of the foregoing with respect to such Subsequent Standard Receivables; (ii) each of the Rating Agencies shall have notified the Seller in writing that, following the transfer of all such Subsequent Standard Receivables to the Trustee during the related Collection Period, the (Class [A]) Certificates continue to be rated in the highest investment rating category by each such Rating Agency; -8- (iii) the Seller shall have delivered (1) to the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Standard Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date and (2) to the Trustee the Opinion of Counsel required by Section 21.02(i)(1); (iv) [the Seller shall have delivered to the Trustee a letter of a firm of independent certified public accountants confirming that the conditions set forth in Section were satisfied with respect to those Subsequent Standard Receivables conveyed to the Trustee on each Subsequent Transfer Date during the related Collection Period, covering substantially the same matters with respect to such Subsequent Receivables as are set forth on Exhibit E to the Standard Terms and Conditions of Agreement]; and (v) the Seller shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each condition specified in this paragraph (b)(2). The Seller covenants that in the event any of the foregoing conditions subsequent are not satisfied with respect to any Subsequent Standard Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Standard Receivable from the Trustee, at a price equal to the Purchase Amount thereof, in the manner specified in Section 14.05. (c) The Seller covenants to transfer Subsequent Standard Receivables to the Trustee pursuant to paragraph (a) above with an aggregate Principal Balance equal to $[__________]. In the event that the Seller shall fail to deliver and sell to the Trustee and/or the Agent any or all of such Subsequent Receivables by the date on which the Funding Period ends and the Pre-Funded Amount is greater than $[__________] on such date, the Seller shall be obligated to deposit an amount equal to the Prepayment Premium into the Certificate Distribution Account on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period); provided, however, that the foregoing shall be the sole remedy of the Trustee, the Agent or the Certificateholders with respect to a failure of the Seller to comply with such covenant.] ARTICLE IV INCORPORATION OF STANDARD TERMS AND CONDITIONS Section 4.01 Incorporation of Standard Terms and Conditions of Agreement. This Pooling and Servicing Agreement does hereby incorporate by reference the Standards Terms and Conditions of Agreement for World Omni Auto Receivables Trusts dated as of (the "Standard Terms and Conditions of Agreement"), in the form attached hereto. -9- ARTICLE V ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 5.01 Additional Representations and Warranties of the Seller. The Seller makes the following representations and warranties on which the Trustee relies in accepting the Standard Receivables in trust and executing and authenticating the Certificates. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Receivables, and as of the applicable Subsequent Transfer Date, in the case of the Subsequent Receivables, but shall survive the sale, transfer and assignment of the Initial Standard Receivables and the Subsequent Standard Receivables to the Trustee. (a) Maturity of Receivables. Each Standard Receivable has a final maturity date not later than [__________]; the weighted average remaining term of the Initial Receivables is [__________] months as of the Initial Cutoff Date. (b) Financing. Approximately [_____]% of the aggregate principal balance of the Initial Receivables, constituting [_____]% of the number of Initial Receivables as of the Initial Cutoff Date, represent vehicles financed at new vehicle rates; the remainder of the Initial Receivables represent financing of used vehicles; approximately [_____]% of the aggregate principal balance of the Initial Receivables represent financing of vehicles manufactured or distributed by [__________]; 100% of the aggregate principal balance of the Initial Receivables as of the Initial Cutoff Date represent Simple Interest Receivables. The aggregate Principal Balance of the Initial Receivables, as of the Initial Cutoff Date, is $[__________]. ARTICLE VI ADDITIONAL PROVISIONS RELATING TO SERVICER Section 6.01 World Omni Financial Corp. Not to Resign as Servicer. Subject to the provisions of Section 17.03 of the Standard Terms and Conditions of Agreement, World Omni Financial Corp. shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of World Omni Financial Corp. shall be communicated to the 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 Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Trustee or a successor Servicer shall have assumed the responsibilities and obligations of World Omni Financial Corp. in accordance with Section 18.02 of the Standard Terms and Conditions of Agreement. Section 6.02 Additional Covenant of the Servicer. If the Servicer takes any action pursuant to Section 13.02 of the Standard Terms and Conditions of Agreement that -10- impairs the rights of the Certificateholders in any Receivable, the Servicer shall purchase such Receivable pursuant to Section 13.07 of the Standard Terms and Conditions of Agreement. -11- IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Pooling and Servicing Agreement to be duly executed by their respective officers as of the day and year first above written. WORLD OMNI FINANCIAL CORP., as Seller By: _____________________________________________ Name: Title: WORLD OMNI FINANCIAL CORP., as Servicer By: _____________________________________________ Name: Title: [______________________________], as Trustee By: _____________________________________________ Name: Title: Schedule A Schedule of Receivables (To be delivered to the Trustee at Closing and supplemented on each Subsequent Transfer Date on which Subsequent Standard Receivables are transferred to the Trust) A-1 Schedule B Location of Receivable Files World Omni Financial Corp. 120 N.W. 12th Avenue Deerfield Beach, Florida 33442 B-1 Schedule C Schedule of Eligible Investment Receivables (To be delivered on each Subsequent Transfer Date on which Eligible Investment Receivables are delivered to Trust) ================================================================================ WORLD OMNI AUTO RECEIVABLES TRUSTS STANDARD TERMS AND CONDITIONS OF AGREEMENT Dated as of [__________] ================================================================================ TABLE OF CONTENTS Page ---- ARTICLES I-X RESERVED ARTICLE XI DEFINITIONS Section 11.01 Definitions...................................................................................1 Section 11.02 Other Definitional Provisions................................................................16 ARTICLE XII THE RECEIVABLES Section 12.01 Representations and Warranties of World Omni.................................................17 Section 12.02 [Reserved]...................................................................................20 Section 12.03 [Reserved]...................................................................................20 Section 12.04 Repurchase Upon Breach.......................................................................20 Section 12.05 Custody of Receivable Files..................................................................20 Section 12.06 Duties of Servicer as Custodian..............................................................20 Section 12.07 Instructions; Authority to Act...............................................................21 Section 12.08 Custodian's Indemnification..................................................................21 Section 12.09 Effective Period and Termination.............................................................21 ARTICLE XIII ADMINISTRATION AND SERVICING OF RECEIVABLES Section 13.01 Duties of Servicer...........................................................................22 Section 13.02 Collection and Allocation of Receivable Payments.............................................22 Section 13.03 Realization Upon Receivables.................................................................23 Section 13.04 Physical Damage Insurance....................................................................23 Section 13.05 Maintenance of Security Interests in Financed Vehicles.......................................23 Section 13.06 Covenants of Servicer........................................................................23 Section 13.07 Purchase of Receivables Upon Breach..........................................................23 Section 13.08 Servicing Fee................................................................................24 Section 13.09 Servicer's Certificate.......................................................................24 Section 13.10 Annual Statement as to Compliance; Notice of Default.........................................24 Section 13.11 Annual Independent Certified Public Accountant's Report......................................25 -i- Section 13.12 Access to Certain Documentation and Information Regarding Receivables........................25 Section 13.13 Servicer Expenses............................................................................25 Section 13.14 Appointment of Subservicer...................................................................25 ARTICLE XIV DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS Section 14.01 Establishment of Trust Accounts..............................................................26 Section 14.02 Collections..................................................................................28 Section 14.03 Application of Collections...................................................................28 Section 14.04 Advances.....................................................................................28 Section 14.05 Additional Deposits..........................................................................29 Section 14.06 Distributions................................................................................29 Section 14.07 Reserve Account..............................................................................31 Section 14.08 Pre-Funding Account..........................................................................32 Section 14.09 Statements to Certificateholders.............................................................33 Section 14.10 Accounting and Tax Returns...................................................................34 Section 14.11 Net Deposits.................................................................................34 Section 14.12 Transfer of the Class [B] Certificates.......................................................34 ARTICLE XV THE CERTIFICATES Section 15.01 The Certificates.............................................................................34 Section 15.02 Authentication of Certificates...............................................................35 Section 15.03 Registration of Transfer and Exchange of Certificates........................................35 Section 15.04 Limitations on Transfer of the Class [B] Certificates........................................36 Section 15.05 Mutilated, Destroyed, Lost, or Stolen Certificates...........................................37 Section 15.06 Persons Deemed Owners........................................................................37 Section 15.07 Access to List of Certificateholders' Names and Addresses....................................37 Section 15.08 Maintenance of Office or Agency..............................................................38 Section 15.09 Book-Entry Certificates......................................................................38 Section 15.10 Notices to Clearing Agency...................................................................39 Section 15.11 Definitive Certificates......................................................................39 ARTICLE XVI THE SELLER Section 16.01 Representations of Seller....................................................................39 Section 16.02 Existence....................................................................................41 Section 16.03 Liabilities of Seller; Indemnities...........................................................41 Section 16.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller......................42 -ii- Section 16.05 Limitation on Liability of Seller and Others.................................................42 Section 16.06 Seller May Own Certificates..................................................................42 ARTICLE XVII THE SERVICER Section 17.01 Representations of Servicer..................................................................42 Section 17.02 Indemnities of Servicer......................................................................44 Section 17.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer....................44 Section 17.04 Limitation on Liability of Servicer and Others...............................................45 ARTICLE XVIII DEFAULT Section 18.01 Events of Default............................................................................45 Section 18.02 Appointment of Successor.....................................................................46 Section 18.03 Repayment of Advances........................................................................47 Section 18.04 Notification to Certificateholders...........................................................47 Section 18.05 Waiver of Past Defaults......................................................................47 ARTICLE XIX THE TRUSTEE Section 19.01 Duties of Trustee............................................................................47 Section 19.02 Certain Matters Affecting Trustee............................................................48 Section 19.03 Trustee Not Liable for Certificates or Receivables...........................................49 Section 19.04 Trustee May Own Certificates.................................................................49 Section 19.05 Trustee's Fees and Expenses..................................................................49 Section 19.06 Eligibility Requirements for Trustee.........................................................50 Section 19.07 Resignation or Removal of Trustee............................................................50 Section 19.08 Successor Trustee............................................................................50 Section 19.09 Merger or Consolidation of Trustee...........................................................51 Section 19.10 Appointment of Co-Trustee or Separate Trustee................................................51 Section 19.11 Representations and Warranties of Trustee....................................................52 Section 19.12 No Bankruptcy Petition.......................................................................53 ARTICLE XX TERMINATION Section 20.01 Termination of the Trust.....................................................................53 Section 20.02 Optional Purchase of All Receivables.........................................................54 -iii- ARTICLE XXI MISCELLANEOUS PROVISIONS Section 21.01 Amendment....................................................................................54 Section 21.02 Protection of Title to Trust.................................................................55 Section 21.03 Separate Counterparts........................................................................57 Section 21.04 Limitation on Rights of Certificateholders...................................................57 Section 21.05 Governing Law................................................................................58 Section 21.06 Notices......................................................................................58 Section 21.07 Severability of Provisions...................................................................58 Section 21.08 Assignment...................................................................................58 Section 21.09 Certificates Nonassessable and Fully Paid....................................................58 Section 21.10 Limitations on Rights of Others..............................................................59 Section 21.11 Headings.....................................................................................59 Section 21.12 Nonpetition Covenants........................................................................59 EXHIBITS EXHIBIT A - Form of Class A Certificate EXHIBIT B - Form of Class B Certificate EXHIBIT C - [Form of Depository Agreement] EXHIBIT D - Form of Servicer's Certificate EXHIBIT E - [Form of Accountants' Letter] EXHIBIT F - Form of Transferor Certificate EXHIBIT G - Form of Investment Letter EXHIBIT H - Form of Rule 144A Letter EXHIBIT I - Subsequent Transfer Assignment No. EXHIBIT J - Eligible Investment Transfer Assignment No. -iv- INTRODUCTION These Standard Terms and Conditions of Agreement shall be applicable to World Omni Auto Receivables Trust grantor trusts formed on or after the date hereof with respect to which a Pooling and Servicing Agreement incorporating by reference these Standard Terms and Conditions of Agreement shall have been executed. ARTICLES I-X RESERVED ARTICLE XI DEFINITIONS Section 11.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Additional Amount" means the aggregate of all amounts required to be deposited to the Reserve Account in connection with any conveyance of Subsequent Receivables pursuant to an Agreement. "Advance" means a Simple Interest Advance. "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. "Agreement" means a pooling and servicing agreement among World Omni, as seller and servicer, and the Trustee named in such agreement in respect of any World Omni Auto Receivables Trust that is a grantor trust. "Amount Financed" means (a) with respect to a Standard Receivable or Eligible Investment Standard Receivable, as applicable, the amount advanced under such Standard Receivable or Eligible Investment Standard Receivable toward the purchase price of the Financed Vehicle and any related costs, exclusive of any amount allocable to the premium of force-placed physical damage insurance covering the Financed Vehicle. "Annual Percentage Rate" or "APR" of a Receivable means the annual rate of finance charges stated in the related Contract. "Benefit Plan" has the meaning set forth in Section 15.04(b). "Book-Entry Certificates" means, unless otherwise specified in the Agreement, a beneficial interest in the Class [A] Certificates, ownership and transfers of which shall be registered through book entries by a Clearing Agency as described in Section 15.09. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York are authorized or obligated by law, regulation or executive order to be closed. "Certificate Balance" means, as of any date, the aggregate outstanding principal amount of the Certificates at such date. "Certificate Owner" means, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, 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). "Certificateholder" or "Holder" means a Person in whose name a Certificate is registered in the Certificate Register. "Certificate Register" and "Certificate Registrar" mean the register maintained and the registrar appointed pursuant to Section 15.03. "Certificates" shall have the meaning set forth in the Agreement. "Class [A] Certificate Balance" means, as of any date of determination, the Initial Class [A] Certificate Balance, as specified in the Agreement, reduced by all amounts previously distributed to Holders of Class [A] Certificates and allocable to principal. "Class [A] Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [A] Principal Distributable Amount and the Class [A] Interest Distributable Amount for such date. "Class [A] Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess of the sum of the Class [A] Monthly Interest Distributable Amount for the preceding Distribution Date and any outstanding Class [A] Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest that Holders of the Class [A] Certificates actually received on such preceding Distribution Date, plus 30 days' interest on such excess, to the extent permitted by law, at the Class [A] Pass-Through Rate. "Class [A] Interest Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [A] Monthly Interest Distributable Amount for such Distribution Date and the Class [A] Interest Carryover Shortfall for such Distribution Date. Unless otherwise specified in the Agreement, interest with respect to the Class [A] Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day months. "Class [A] Monthly Interest Distributable Amount" means, with respect to any Distribution Date, 30 days of interest (or, in the case of the first Distribution Date, interest -2- accrued from and including the Closing Date to but excluding such Distribution Date) at the Class [A] Pass-Through Rate on the Class [A] Certificate Balance on the last day of the preceding Collection Period (or, in the case of the first Distribution Date, on the Closing Date). "Class [A] Monthly Principal Distributable Amount" means, with respect to any Distribution Date, the Class [A] Percentage of the Principal Distribution Amount. "Class [A] Pass-Through Rate" shall have the meaning specified in the Agreement. "Class [A] Percentage" means the aggregate undivided ownership interest in the Trust represented by the Class [A] Certificates, as specified in the Agreement. "Class [A] Principal Carryover Shortfall" means, as of the close of any Distribution Date, the excess of the Class [A] Monthly Principal Distributable Amount and any outstanding Class [A] Principal Carryover Shortfall from the preceding Distribution Date, over the amount in respect of principal that is actually distributed to Holders of the Class [A] Certificates on such current Distribution Date. "Class [A] Principal Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [A] Monthly Principal Distributable Amount for such Distribution Date and the Class [A] Principal Carryover Shortfall as of the closing of the preceding Distribution Date; provided, however, that the Class [A] Principal Distributable Amount shall not exceed the Class [A] Certificate Balance. In addition, on the Final Scheduled Distribution Date, the principal required to be included in the Class [A] Principal Distributable Amount will include the lesser of (a) the Class [A] Percentage of any principal due and remaining unpaid on each Simple Interest Receivable in the Trust as of the Final Scheduled Maturity Date or (b) the amount that is necessary (after giving effect to the other amounts to be deposited in the Distribution Account on such Distribution Date and allocable to principal) to reduce the Class [A] Certificate Balance to zero. "Class [B] Certificate Balance" means, as of any date of determination, the Initial Class [B] Certificate Balance, as specified in the Agreement, reduced by all amounts previously distributed to Holders of Class [B] Certificates and allocable to principal. "Class [B] Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [B] Principal Distributable Amount and the Class [B] Interest Distributable Amount. "Class [B] Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess of the sum of the Class [B] Interest Distributable Amount for the preceding Distribution Date and any outstanding Class [B] Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest that Holders of the Class [B] Certificates actually received on such preceding Distribution Date, plus 30 days' interest on such excess, to the extent permitted by law, at the Class [B] Pass-Through Rate. "Class [B] Interest Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [B] Monthly Interest Distributable Amount for such Distribution Date -3- and the Class [B] Interest Carryover Shortfall for such Distribution Date. Unless otherwise specified in the Agreement, interest with respect to the Class [B] Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day months. "Class [B] Monthly Interest Distributable Amount" means, with respect to any Distribution Date, 30 days of interest (or, in the case of the first Distribution Date, interest accrued from and including the Closing Date to but excluding such Distribution Date) at the Class [B] Pass-Through Rate on the Class [B] Certificate Balance on the last day of the preceding Collection Period (or, in the case of the first Distribution Date, on the Closing Date). "Class [B] Monthly Principal Distributable Amount" means, with respect to any Distribution Date, the Class [B] Percentage of the Principal Distribution Amount. "Class [B] Pass-Through Rate" shall have the meaning specified in the Agreement. "Class [B] Percentage" means the aggregate undivided ownership interest in the Trust represented by the Class [B] Certificates, as specified in the Agreement. "Class [B] Principal Carryover Shortfall" means, as of the close of any Distribution Date, the excess of the Class [B] Monthly Principal Distributable Amount and any outstanding Class [B] Principal Carryover Shortfall from the preceding Distribution Date, over the amount in respect of principal that is actually distributed to Holders of the Class [B] Certificates on such current "Class [B] Principal Distributable Amount" means, with respect to any Distribution Date, the sum of the Class [B] Monthly Principal Distributable Amount for such Distribution Date and the Class [B] Principal Carryover Shortfall as of the close of the preceding Distribution Date; provided, however, that the Class [B] Principal Distributable Amount shall not exceed the Class [B] Certificate Balance. In addition, on the Final Scheduled Distribution Date, the principal required to be included in the Class [B] Principal Distributable Amount will include the lesser of (a) the Class [B] Percentage of any principal due and remaining unpaid on each Simple Interest Receivable in the Trust as of the Final Scheduled Maturity Date or (b) the amount that is necessary (after giving effect to the other amounts to be deposited in the Distribution Account on such Distribution Date and allocable to principal) to reduce the Class [B] Certificate Balance to zero. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. "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" with respect to each Trust shall have the meaning set forth in the applicable Agreement. "Code" means the Internal Revenue Code of 1986, as amended. -4- "Collection Account" means the account designated as such, established and maintained pursuant to Section 14.01. "Collection Period" means a calendar month (or in the case of the first Distribution Date, the period from and including the Initial Cutoff Date to and including the last day of the calendar month in which the Closing Date occurs). Any amount stated as of the last day of a Collection Period or as of the first day of a Collection Period shall give effect to the following calculations as determined as of the close of business on such last day: (1) all applications of collections, (2) all Advances and reductions of Advances and (3) all distributions to be made on the following Distribution Date. "Corporate Trust Office" means the principal office of the Trustee at the address set forth in the related Agreement or at such other address as the Trustee may designate from time to time by notice to Certificateholders, the Seller and the Servicer, or the principal corporate trust office of any successor Trustee (of which address such successor Trustee shall notify the Certificateholders, the Seller and Servicer). "Cutoff Date" means, with respect to any Receivable or Eligible Investment Receivable, as applicable, the date as of which collections on such Receivable or Eligible Investment Receivable will be included in a Trust pursuant to the related Agreement. "Dealer" means the dealer who sold a Financed Vehicle and who originated and assigned the related Receivable to under an existing agreement between such dealer and World Omni. "Definitive Certificates" shall have the meaning specified in Section 15.11. "Delivery" when used with respect to Trust Account Property means: (a) with respect to bankers' acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute "instruments" within the meaning of Section 9-105(1)(i) of the UCC and are susceptible of physical delivery, transfer thereof to the Trustee or its nominee or custodian by physical delivery to the Trustee or its nominee or custodian endorsed to, or registered in the name of, the Trustee or its nominee or custodian or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102 of the UCC) transfer thereof (i) by delivery of such certificated security endorsed to, or registered in the name of, the 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 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 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 -5- 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 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 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 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 to the Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; (b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security 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 that 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 Trustee or its nominee or custodian of the purchase by the Trustee or its nominee or custodian of such book-entry securities; 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 belonging to the Trustee or its nominee or custodian and indicating that such custodian holds such Trust Account Property solely as agent for the 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 Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; and (c) with respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the financial intermediary, the sending of a confirmation by the financial intermediary of the purchase by the 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 Trustee or its nominee or custodian. "Determination Date" means the Business Day of each calendar month, unless a different date is identified in an Agreement as the Determination Date for the purposes of such Agreement. "Distribution Account" means the account designated as such, established and maintained pursuant to Section 14.01. "Distribution Date" with respect to each Trust shall have the meaning set forth in the applicable Agreement. -6- "Duff & Phelps" means Duff & Phelps Credit Rating Company, or its successor. "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 Colombia (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 Trustee or any other entity specified in the Agreement or (b) 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), which (i) has either (A) a long-term unsecured debt rating of AAA or better by Standard & Poor's and A1 or better by Moody's or (B) a certificate of deposit rating of A-1+ by Standard & Poor's and P-1 or better by Moody's or any other long-term, short-term or certificate of deposit rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC. If so qualified, the Trustee or any such other entity specified in the Agreement may be considered an Eligible Institution for the purposes of clause (b) of this definition. "Eligible Investment Receivable" means (i) any Eligible Investment Standard Receivable. "Eligible Investment Standard Receivable" means any contract that is listed on Schedule C to an Agreement (which Schedule may be in the form of microfiche), as such Schedule shall be supplemented to reflect the transfer of Eligible Investment Receivables to the related Trust on Subsequent Transfer Dates. "Eligible Investment Transfer Assignment" means a written assignment substantially in the form of Exhibit K. "Eligible Investments" mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: [(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America; (b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (of any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby; -7- (c) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category granted thereby; (d) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Trustee or any of its Affiliates is investment manager or advisor); (e) bankers' acceptances issued by any depository institution or trust company referred to in clause (b) above; (f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b); (g) repurchase obligations with respect to any security or whole loan, entered into with (i) a depository institution or trust company (acting as principal) described in clause (b) above (except that the rating referred to in the provision in such clause (b) shall be A-1 or higher in the case of Standard & Poor's)(such depository institution or trust company being referred to in this definition as a "financial institution"), (ii) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (a "broker/dealer") the unsecured short-term debt obligations of which are rated P-1 by Moody's and at least A-1 by Standard & Poor's at the time of entering into such repurchase obligation (a "rated broker/dealer"), (iii) an unrated broker/dealer (an "unrated broker/dealer"), acting as principal, that is a wholly-owned subsidiary of a non-bank holding company the unsecured short-term debt obligations of which are rated P-1 by Moody's and at least A-1 by Standard & Poor's at the time of entering into such repurchase obligation (a "Rated Holding Company") or (iv) an unrated subsidiary (a "Guaranteed Counterparty"), acting as principal, that is a wholly-owned subsidiary of a direct or indirect parent Rated Holding Company, that guarantees such subsidiary's obligations under such repurchase agreement; provided that the following conditions are satisfied: (1) the aggregate amount of funds invested in repurchase obligations of a financial institution, [____________________] a rated broker/dealer, [____________________] an unrated broker/dealer or Guaranteed Counterparty in respect of which Standard & Poor's unsecured short-term ratings are A-1 (in the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the Rated Holding Company) shall not exceed 20% of the Certificate Balance (there being no limit on the amount of funds that may be invested in repurchase obligations in respect of which such Standard & Poor's rating is A-1+ (in the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the related Rated Holding Company)); (2) in the case of the Reserve Account and the Pre-Funding Account, the rating from Standard & Poor's in respect of the unsecured short-term debt obligations of the financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed Counterparty (in -8- the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the related Rated Holding Company) shall be A-1+; (3) the repurchase obligation must mature within 30 days of the date on which the Trustee on behalf of the Trust, enters into such repurchase obligation; (4) the repurchase obligation shall not be subordinated to any other obligation of the related financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed Counterparty; (5) the collateral subject to the repurchase obligation is held, in the appropriate form, by a custodial bank on behalf of the Trustee; (6) the repurchase obligation shall require that the collateral subject thereto shall be marked to market daily; (7) in the case of a repurchase obligation of a Guaranteed Counterparty, the following conditions shall also be satisfied: (A) the Trustee shall have received an opinion of counsel (which may be in-house counsel) to the effect that the guarantee of the related Rated Holding Company is a legal, valid and binding agreement of the Rated Holding Company, enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization and moratorium or other similar laws affecting creditor's rights generally and to general equitable principles; (B) the Trustee shall have received (x) an incumbency certificate for the signer of such guarantee, certified by an officer of such Rated Holding Company, (y) a resolution, certified by an officer of the Rated Holding Company and (z) a resolution, certified by an officer of the Rated Holding Company, of the board of directors (or applicable committee thereof) of the Rated Holding Company authorizing the execution, delivery and performance of such guarantee by the Rated Holding Company; (C) the only conditions to the obligation of such Rated Holding Company to pay on behalf of the Guaranteed Counterparty shall be that the Guaranteed Counterparty shall not have paid under such repurchase obligation when required (it being understood that not notice to, demand on or other action in respect of the Guaranteed Counterparty is necessary) and that Trustee or the Trust shall make a demand on the Rated Holding Company to make the payment due under such guarantee; (D) the guarantee of the Rated Holding Company shall be irrevocable with respect to such repurchase obligation and shall not be subordinated to any other obligation of the Rated Holding Company; and (E) each of Standard & Poor's and Moody's has confirmed in writing to the Trustee that it has reviewed the form of the guarantee of the Rated Holding Company and has determined that the issuance of such guarantee will not result in the downgrade or withdrawal of the ratings assigned to the Certificates. -9- (8) the repurchase obligation shall require that the repurchase obligation be overcollateralized and shall provide that, upon any failure to maintain such overcollateralization, the repurchase obligation shall become due and payable, and unless the repurchase obligation is satisfied immediately, the collateral subject to the repurchase agreement shall be liquidated and the proceeds applied to satisfy the unsatisfied portion of the repurchase obligation. (h) Eligible Investment Receivables; provided that Eligible Investment Receivables shall be Eligible Investments only for funds in the Reserve Account and only to the extent of the portion of the Specified Reserve Account Balance specified in the Agreement in clause (ii) of the definition of "Specified Reserve Account Balance"; and (i) any other investment with respect to which the Trustee or the Servicer has received written notification from the Rating Agencies that the acquisition of such investment as an Eligible Investment will not result in a withdrawal or downgrading of the ratings of the Certificates.] "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Event of Default" means an event specified in Section 18.01. "FDIC" means the Federal Deposit Insurance Corporation. "Final Scheduled Distribution Date" means the date specified in an Agreement as the final scheduled distribution date with respect to the related Certificates. "Final Scheduled Maturity Date" means the final scheduled maturity date specified in an Agreement in respect of the Receivables transferred to the Trust under such Agreement. "Financed Vehicle" means an automobile or light-duty truck, together with all accessions thereto, securing an Obligor's indebtedness under the respective Standard Receivable. "Fitch" means Fitch IBCA, Inc., or its successor. "Funding Period" with respect to each Trust shall have the meaning set forth in the applicable Agreement. "Initial Cutoff Date" means the date or dates as of which Initial Receivables, if any, are conveyed to a Trust pursuant to the related Agreement. "Initial Receivables" means the Standard Receivables conveyed to a Trust on the Closing Date and listed on Schedule A to the related Agreement. "Insolvency Event" means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, -10- 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 or 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 Distribution Amount" means, with respect to any Distribution Date, the sum of the following amounts in respect of the preceding Collection Period: (i) that portion of all collections on Receivables allocable to interest, (ii) Liquidation Proceeds with respect to the Receivables to the extent allocable to interest due thereon in accordance with the Servicer's customary servicing procedures; (iii) all Advances made by the Servicer of interest due on Receivables, (iv) the Purchase Amount of each Receivable that became a Purchased Receivable during the related Collection Period to the extent attributable to accrued interest on such Receivable (v) Recoveries for such Collection Period, and (vi) Investment Earnings for such Collection Period; provided, however, that in calculating the Interest Distribution Amount the following will be excluded: (i) all payments and proceeds (including Liquidation Proceeds) of any Purchased Receivables the Purchase Amount of which has been included in the Interest Distribution Amount in a prior Collection Period; (ii) the sum for all Simple Interest Receivables of collections on each such Simple Interest Receivable received during the preceding Collection Period in excess of the amount of interest that would be due on the aggregate Principal Balance of the Simple Interest Receivables during such Collection Period at their respective APRs if a payment were received on each Simple Interest Receivable during such Collection Period on the date payment is due under the terms of the related Contract; (iii) Liquidation Proceeds with respect to a Simple Interest Receivable attributable to accrued and unpaid interest thereon (but not including interest for the then current Collection Period) but only to the extent of any unreimbursed Simple Interest Advances; and (iv) amounts released from the Pre-Funding Account. "Investment Earnings" means, with respect to any Distribution Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be deposited to the Distribution Account on such Distribution Date pursuant to Section 14.01(b). "Lien" means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics' liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor. "Liquidated Receivable" means any Receivable or Eligible Investment Receivable, as applicable, liquidated by the Servicer through sale of a Financed Vehicle or otherwise. -11- "Liquidation Proceeds" means, with respect to a Liquidated Receivable, the monies collected in respect thereof, from whatever source, during the Collection Period in which such Receivable or Eligible Investment Receivable, as applicable, became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection with such liquidation, plus any amounts required by law to be remitted to the Obligor. "Moody's" means Moody's Investors Service, Inc., or its successor. "Obligor" on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable. "Officers' Certificate" means a certificate signed by the (a) chairman of the board, the president, any executive vice president or any vice president and (b) any treasurer, assistant treasurer, secretary or assistant secretary of the Seller or the Servicer, as appropriate. "Opinion of Counsel" means one or more written opinions of counsel, who may be an employee of or counsel to the Seller or the Servicer, which counsel shall be acceptable to the Trustee or Rating Agencies, as applicable. "Original Pool Balance" means the sum, as of any date, of the Pool Balance as of the Initial Cutoff Date, plus the aggregate Principal Balance of the Subsequent Receivables, if any, sold to the Trust, as of their respective Cutoff Dates. "Outstanding Simple Interest Advances" on the Simple Interest Receivables means the sum, as of the close of business on the last day of a Collection Period, of all Simple Interest Advances, reduced as provided in Section 14.04(b). "Person" means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, 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. "Pool Balance" means, as of the close of business on the last day of a Collection Period, the aggregate Principal Balance of the Receivables as of such date (excluding Purchased Receivables and Liquidated Receivables). "Pool Factor" means, as of the close of business on the last day of a Collection Period, a seven-digit decimal figure equal to the Pool Balance divided by the Original Pool Balance. The Pool Factor will be 1.0000000 as of the Initial Cutoff Date; thereafter, the Pool Factor will decline to reflect reductions in the Pool Balance. "Pre-Funded Amount" means, with respect to any Distribution Date, the amount on deposit in the Pre-Funding Account. The amount, if any, to be deposited initially to the Pre-Funding Account will be specified in the Agreement. -12- "Pre-Funded Percentage" means, with respect to the Class [A] Certificates and the Class [B] Certificates, the quotient (expressed as a percentage) of (i) the initial Class [A] Certificate Balance or Class [B] Certificate Balance, as the case may be, and (ii) the Initial Certificate Balance. "Pre-Funding Account" means the Trust Account established pursuant to (a)(ii). "Prepayment Premium" means the Class [A] Prepayment Premium or the Class [B] Prepayment Premium, or both, as specified in the Agreement. "Principal Balance" means the Amount Financed minus the sum, as of the close of business on the last day of a Collection Period, of (a) 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 and (b) any payment of the Purchase Amount allocable to principal. "Principal Distribution Amount" means, for any Distribution Date, the sum of the following amounts with respect to the preceding Collection Period: (i) that portion of all collections on Receivables allocable to principal; (ii) all Liquidation Proceeds attributable to the principal amount of Receivables that became Liquidated Receivables during the Collection Period in accordance with the Servicer's customary servicing procedures, plus the amount of Realized Losses with respect to such Liquidated Receivables; (iii) to the extent attributable to principal, the Purchase Amount received with respect to each Receivable that became a Purchased Receivable during the related Collection Period; (iv) partial prepayments relating to refunds of extended warranty protection plan costs or of physical damage, credit life or disability insurance policy premiums, but only if such costs or premiums were financed by the respective Obligor as of the date of the original contract; and (v) on the Final Scheduled Distribution Date, any amounts advanced by the Servicer on such Final Scheduled Distribution Date with respect to principal on the Receivables. "Purchase Amount" means the amount, as of the close of business on the last day of a Collection Period, required to prepay in full a Receivable or Eligible Investment Receivable, as applicable, under the terms thereof including interest to the end of the month of purchase. "Purchased Receivable" means a Receivable or Eligible Investment Receivable, as applicable, purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 13.07 or by the Seller pursuant to Section 12.04. "Rating Agency" means Moody's and Standard & Poor's and, for purposes of (b) of the Agreement only, Fitch and Duff & Phelps. If no such organization or successor is any longer in existence, "Rating Agency" shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Seller, notice of which designation shall be given to the Trustee and the Servicer. Any notice required to be given to a Rating Agency pursuant to this Agreement shall also be given to Fitch and Duff & Phelps, although, except as set forth above, neither shall be deemed a Rating Agency for any purposes of this Agreement. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given 10 days' (or such shorter period as shall be acceptable to each -13- Rating Agency) prior notice thereof and that each of the Rating Agencies shall have notified the Seller, the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the Certificates. "Realized Losses" means, with respect to any Receivable or Eligible Investment Receivable, as applicable, that becomes a Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable over Liquidation Proceeds to the extent allocable to principal. "Receivable" means any Standard Receivable. "Receivable Files" means the documents specified in Section 12.05. "Record Date" with respect to each Distribution Date means the first day of the calendar month in which such Distribution Date occurs, unless otherwise specified in the Agreement. "Recoveries" means, with respect to any Receivable or Eligible Investment Receivable, as applicable, 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 or Eligible Investment Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any amounts required by law to be remitted to the Obligor. "Reserve Account" means the account designated as such, established and maintained pursuant to Section 14.01(a)(iv). "Reserve Account Initial Deposit" with respect to a Trust shall have the meaning set forth in the Agreement. "Seller" means World Omni Auto Receivables LLC., a Delaware limited liability company, and its successors in interest to the extent permitted hereunder. "Servicer" means World Omni Financial Corp., a Florida corporation, as the servicer of the Receivables, and each successor Servicer pursuant to Section 17.03 or 18.02. "Servicer's Certificate" means an Officers' Certificate of the Servicer delivered pursuant to Section 13.09, substantially in the form of Exhibit D. "Servicing Fee" means the fee payable to the Servicer for services rendered during each Collection Period, determined pursuant to Section 13.08. "Servicing Rate" means, unless otherwise specified in the Agreement, 1.00% "Simple Interest Advance" means the amount of interest, as of the close of business on the last day of a Collection Period, which the Servicer is required to advance on the Simple Interest Receivables pursuant to Section 14.04(b). -14- "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 or Eligible Investment Receivable, as applicable, 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. "Specified Reserve Account Balance" means the amount of funds generally required to be maintained in the Reserve Account, determined as specified in the Agreement. "Standard & Poor's" means Standard & Poor's Ratings Group, or its successor. "Standard Receivable" means any contract that is listed on Schedule A (which schedule may be in the form of microfiche), as such Schedule shall be supplemented to reflect the transfer of Subsequent Receivables, if any, to the Trust pursuant to the Agreement. "Subsequent Cutoff Date" means any date as of which particular Subsequent Receivables are conveyed to a Trust pursuant to the Agreement. "Subsequent Receivables" means the Standard Receivables transferred to a Trust pursuant to the Agreement, which shall be listed on Schedule A to the related Subsequent Transfer Assignment. "Subsequent Transfer Assignment" means a written assignment substantially in the form of Exhibit J. "Subsequent Transfer Date" means, with respect to Subsequent Receivables, any date during the Funding Period on which Subsequent Receivables are to be transferred to a Trust and a Subsequent Transfer Assignment is executed and delivered to the related Trustee pursuant to the Agreement and, with respect to Eligible Investment Receivables, any date on which Eligible Investment Receivables are to be transferred to a Trust and an Eligible Investment Transfer Assignment is executed and delivered to the related Trustee pursuant to the Agreement. "Total Distribution Amount" means, for each Distribution Date, the sum of the Interest Distribution Amount and the Principal Distribution Amount (other than the portion thereof attributable to Realized Losses). "Trust" shall have the meaning set forth in the Agreement. "Trust Account Property" with respect to each Trust 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 Initial Deposit, and all proceeds of the foregoing. "Trust Accounts" has the meaning assigned thereto in Section 14.01. -15- "Trustee" with respect to each Trust shall have the meaning assigned thereto in the Agreement. "Trustee Officer" means any officer within the Corporate Trust Office of the Trustee, including the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "UCC" means the Uniform Commercial Code as in effect in the State of New York on the date hereof. "World Omni" means World Omni Financial Corp., a Florida corporation. Section 11.02 Other Definitional Provisions. (a) All terms defined in this Standard Terms and Conditions of Agreement or any Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto or thereto unless otherwise defined therein. (b) As used herein, in any Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein or in such Agreement or in any such certificate or other document, and accounting terms partly defined herein or in such Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein, in any related Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein, in such Agreement or in any such certificate or other document shall control. (c) The words "hereof," "herein," "hereunder" and word of similar import when used herein shall refer to these Standard Terms and Conditions of Agreement and the Agreement as a whole and not to any particular provision of the Standard Terms and Conditions of Agreement or the Agreement; Article, Section, Schedule and Exhibit references contained in the Standard Terms and Conditions of Agreement or any Agreement are references to Articles, Sections, Schedules and Exhibits in or to the Standard Terms and Conditions of Agreement and the Agreement, respectively; and the term "including" shall mean "including without limitation". (d) The definitions contained in these Standard Terms and Conditions of Agreement and the Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. (e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of -16- agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. ARTICLE XII THE RECEIVABLES Section 12.01 Representations and Warranties of World Omni. World Omni which sold the related Receivable hereby represents and warrants to the other parties hereto and to the Noteholders, with respect to such Receivable as of the Closing Date: (i) [Characteristics of Receivables. Each Standard Receivable (a) shall have been 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, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from World Omni, which, in turn, shall have purchased such Standard Receivable from such Dealer under an existing dealer agreement with World Omni, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of World Omni in the Financed Vehicle, which security interest has been assigned by World Omni to the Seller, and shall be assignable by the Seller, (c) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, and (d) shall provide for level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate. (ii) Schedule of Receivables. The information set forth in Schedule A to each Agreement and Schedule A to any Subsequent Transfer Assignment shall be true and correct in all material respects as of the opening of business on the related Cutoff Date, and no selection procedures believed to be adverse to the Certificateholders shall have been utilized in selecting the Standard Receivables. Each computer tape or other listing regarding the Standard Receivables made available to the Trustee shall be true and correct in all respects. (iii) Compliance with Law. Each Standard Receivable and the sale of the Financed Vehicle shall comply at the time of the execution of the Agreement in all material respects with all requirements of applicable federal, state and local laws and regulations thereunder, including, without limitation, 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, the Texas Consumer Credit Code, 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. (iv) Binding Obligation. Each Standard Receivable shall represent the genuine, legal, valid and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms. -17- (v) No Government Obligor. None of the Standard Receivables shall be 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. (vi) Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof, each Standard Receivable shall be secured by a validly perfected first security interest in the Financed Vehicle in favor of the Seller as secured party or all necessary and appropriate actions shall have been commenced that would result in the valid perfection of a first security interest in the Financed Vehicle in favor of the Seller as secured party. (vii) Receivables in Force. No Standard Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released from the lien granted by the related Standard Receivable in whole or in part. (viii) No Waiver. No provision of a Standard Receivable shall have been waived. (ix) No Amendments. No Standard Receivable shall have been amended such that the amount of the Obligor's Scheduled Payments shall have been increased except for increases resulting from the inclusion of any premiums for forced placed physical damage insurance covering the Financed Vehicle. (x) No Defenses. No right of rescission, setoff, counterclaim or defense shall have been asserted or threatened with respect to any Standard Receivable. (xi) No Liens. To the best of the Seller's knowledge, no liens or claims shall have been filed for work, labor or materials relating to a Financed Vehicle that shall be liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by the Standard Receivable. (xii) No Default. No Standard Receivable has a payment that is more than 90 days overdue as of the related Cutoff Date, and, except as permitted in this paragraph, no default, breach, violation or event permitting acceleration under the terms of any Standard 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 Standard Receivable has arisen; and the Seller has not waived and shall not waive any of the foregoing. (xiii) Insurance. The Seller, in accordance with its customary procedures, shall have determined that the Obligor has obtained physical damage insurance covering the Financed Vehicle and under the terms of the Standard Receivable the Obligor is required to maintain such insurance. (xiv) Title. It is the intention of the Seller that the transfer and assignment herein contemplated constitute a sale of the Standard Receivables from the Seller to the Trust and that the beneficial interest in and title to the Standard Receivables not be part of the debtor's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Standard Receivable has been sold, transferred, assigned or pledged by the -18- Seller to any Person other than the Trustee. Immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Standard Receivable free and clear of all Liens, encumbrances, security interests and rights of others and, immediately upon the transfer thereof, the Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each such Standard Receivable, free and clear of all Liens, encumbrances, security interests and rights of others; and the transfer has been perfected under the UCC. (xv) Lawful Assignment. No Standard Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Standard Receivable under the Agreement or any Subsequent Transfer Assignment or pursuant to transfers of the Certificates shall be unlawful, void or voidable. (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Trustee a first perfected ownership interest in the Standard Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Standard Receivable. (xviii) Scheduled Payments. (a) Each Standard Receivable has a scheduled due date on or prior to the end of the month following the related Cutoff Date and (b) no Standard Receivable has a payment that is more than 90 days overdue as of the related Cutoff Date, and has a final scheduled payment date no later than the Final Scheduled Maturity Date. (xix) Location of Receivable Files. The Receivable Files are kept at one or more of the locations listed in Schedule B to the Agreement. (xx) Remaining Maturity. The latest scheduled maturity of any Standard Receivable shall be no later than the Final Scheduled Maturity Date. (xxi) Outstanding Principal Balance. Each Standard Receivable has an outstanding gross balance of at least $1,000. (xxii) No Bankruptcies. No Obligor on any Standard Receivable as of the related Subsequent Cutoff Date was noted in the related Receivable File as having filed for bankruptcy. (xxiii) No Repossessions. No Financed Vehicle securing any Standard Receivable is in repossession status. (xxiv) Chattel Paper. Each Standard Receivable constitutes "chattel paper" under the UCC. (xxv) Agreement. The representations and warranties contained herein and in the Agreement shall be true and correct. (xxvi) Remaining Maturity. The latest scheduled maturity of any Standard Receivable shall be no later than the Final Scheduled Maturity Date.] -19- Section 12.02 [Reserved] Section 12.03 [Reserved] Section 12.04 Repurchase Upon Breach. The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to the Agreement promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 12.01 or 16.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Trustee or receipt by the Trustee of notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Standard Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following such discovery or notice). In consideration of the repurchase of any Standard Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 14.05. Subject to the provisions of Section 16.03, the sole remedy of the Trustee, the Trust or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 12.01 or 16.01 and the agreement contained in this Section shall be to require the Seller to repurchase Standard Receivables pursuant to this Section 12.04, subject to the conditions contained herein. Section 12.05 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Trustee, upon the execution and delivery of the Agreement, hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Trustee as of the earlier of the Initial Cutoff Date and the Closing Date (in the case of Initial Receivables) and as of each Subsequent Transfer Date (in the case of Subsequent Receivables) with respect to each Receivable: (i) the original of the Standard Receivable; (ii) the original credit application fully executed by the Obligor; (iii) the original certificate of title or such documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, evidencing the security interest of the Seller in the Financed Vehicle; and (iv) any and all other documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, relating to a Standard Receivable, an Obligor or a Financed Vehicle. Section 12.06 Duties of Servicer as Custodian. (a) Safekeeping. The Servicer shall hold the Receivable Files as custodian on behalf of the Trustee for the benefit of all present and future Certificateholders, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Trustee to comply with these Standard Terms and Conditions of Agreement and the 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 -20- respect to the receivable files relating to all comparable automotive receivables that the Servicer services for itself or others. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under the Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Trustee to verify the accuracy of the Servicer's record keeping. The Servicer shall promptly report to the 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 Trustee of the Receivable Files. (b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B to the Agreement or at such other office as shall be specified to the Trustee by written notice not later than 90 days after any change in location. The Servicer shall make available to the Trustee or its duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Trustee shall instruct. (c) Release of Documents. Upon instruction from the Trustee, the Servicer shall release any Receivable File to the Trustee, the Trustee's agent or the Trustee's designee, as the case may be, at such place or places as the Trustee may designate, as soon as practicable. Section 12.07 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 Trustee Officer. Section 12.08 Custodian's Indemnification. The Servicer as custodian shall indemnify the Trustee and each of its officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs, or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or any of its officers, directors, employees or 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 Trustee or any such officers, director, employee or agent of the Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Trustee or any such officer, director, employee or agent of the Trustee. Section 12.09 Effective Period and Termination. The Servicer's appointment as custodian shall become effective as of the Initial Cutoff Date or, if no Initial Receivables are conveyed to the Trustee, the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 12.09. If World Omni shall resign as Servicer in accordance with the provisions hereof or if all of the rights and obligations of any Servicer shall have been terminated under Section 18.01, the appointment of such Servicer as custodian shall be terminated by the Trustee, or by Holders of the [Class [A]] Certificates evidencing not less than 25% of the [Class [A]] Certificate Balance, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 18.01. The Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written -21- notification to the Servicer, and without cause upon 30 days' prior written notification. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Trustee or the Trustee's agent at such place or places as the Trustee may reasonably designate. ARTICLE XIII ADMINISTRATION AND SERVICING OF RECEIVABLES Section 13.01 Duties of Servicer. The Servicer, as agent for the Trustee (to the extent provided herein), shall manage, service, administer and make collections on the Receivables (other than Purchased Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable automotive receivables that it services for itself or others. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Obligors on such Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors, accounting for collections, furnishing monthly and annual statements to the Trustee with respect to distributions, and making Advances pursuant to Section 14.04. Subject to the provisions of Section 13.02, 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 by the Trustee to execute and deliver, on behalf of itself, the Trust, the Certificateholders, the Trustee, 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 Trustee (in the case of any Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the 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 Certificateholders. The Trustee shall, upon written request of the Servicer, furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Section 13.02 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 between principal and interest in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer may grant extensions, rebates or adjustments on a Standard Receivable, which shall not, for the purposes of the Agreement, modify the original due dates or amounts of the originally scheduled payments of interest on Simple Interest Receivables; 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 -22- shall promptly repurchase the Receivable from the Trust in accordance with the terms of Section 13.07. 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 on any Receivable or of the amount of the originally scheduled payments on Simple Interest Receivables. Section 13.03 Realization Upon Receivables. On behalf of the Trust, the Servicer shall use its best 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 reasonable efforts to realize upon any recourse to Dealers and selling the Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Section 13.04 Physical Damage Insurance. The Servicer, in accordance with its customary servicing procedures, shall require that each Obligor shall have obtained physical damage insurance covering the Financed Vehicle as of the execution of the Standard Receivable. Section 13.05 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 Standard Receivable in the related Financed Vehicle. The Trustee hereby authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Trust in the event of the relocation of a Financed Vehicle or for any other reason. Section 13.06 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 payment in full by the Obligor thereunder or repossession, nor shall the Servicer impair the rights of the Trust or the Certificateholders in such Receivables, nor shall the Servicer increase the number of scheduled payments due under a Standard Receivable. Section 13.07 Purchase of Receivables Upon Breach. The Servicer or the Trustee shall inform the other party and the Seller promptly, in writing, upon the discovery of any breach pursuant to Section 13.02, 13.05 or 13.06. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery (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. If the Servicer takes any action in any Collection Period pursuant to Section 13.02 that impairs the right of the Trustee, the Trust or the Certificateholders in any Receivable or as otherwise provided in Section 13.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two -23- preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 14.05. For purposes of this Section 13.07, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to Outstanding Simple Interest Advances on the Receivable. Subject to Section 17.02, the sole remedy of the Trustee, the Trust or the Certificateholders with respect to a breach pursuant to Section 13.02, 13.05 or 13.06 shall be to require the Servicer to repurchase Receivables pursuant to this Section 13.07. The 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 13.08 Servicing Fee. The Servicing Fee for a Distribution Date shall equal the product of (a) one twelfth, (b) the Servicing Rate and (c) the Pool Balance as of the first day of the preceding Collection Period. The Servicer shall also be entitled to all late fees, prepayment charges (including, in the case of a Receivable that provides for payments according to the "Rule of 78s" and that is prepaid in full, the difference between the Principal Balance of such Receivable (plus accrued interest to the date of prepayment) and the principal balance of such Receivable computed according to the "Rule of 78s") and other administrative fees or similar charges allowed by applicable law with respect to the Receivables, collected (from whatever source) on the Receivables, plus any reimbursement pursuant to Section 17.02. Section 13.09 Servicer's Certificate. Not later than 11:00 am (New York time) on each Determination Date, the Servicer shall deliver to the Trustee, the Rating Agencies and the Seller, a Servicer's Certificate containing all information necessary to make the distributions on the related Distribution Date pursuant to Section 14.06 for the related Collection Period. Receivables to be purchased by the Servicer or to be repurchased by the Seller shall be identified by the Servicer by account number with respect to such Receivable (as specified in Schedule A). Section 13.10 Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Trustee, on or before April 30 of each year, an Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such shorter period as shall have elapsed since the Closing Date) and of its performance hereunder and under the Agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations hereunder and under the Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Trustee shall send a copy of such certificate and the report referred to in Section 13.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 13.11 may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) The Servicer shall deliver to the Trustee and to the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than 5 Business Days thereafter, written notice in an Officers' Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Default under clause (iii) or (iv) of Section 18.01(a) or (b). -24- Section 13.11 Annual Independent Certified Public Accountant's Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or their Affiliates, to deliver to the Trustee on or before April 30 of each year beginning April 30, ______, a report addressed to the Board of Directors of the Servicer to the effect that such firm has examined the financial statements of World Omni and issued its report thereon and that such examination (1) was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth herein; and (3) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of such Program requires such firm to report. The Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Section 13.12 Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to the Certificateholders access to the Receivable Files in such cases where the Certificateholder 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 13.13 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. Section 13.14 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 that the Rating Agency Condition shall have been satisfied in connection therewith; and, provided further that the Servicer shall remain obligated and shall be liable to the Trustee and the Certificateholders 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 Trust, the Trustee or the Certificateholders shall have any responsibility therefor. -25- ARTICLE XIV DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS Section 14.01 Establishment of Trust Accounts. (a) (i) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the 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 Certificateholders. (ii) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the 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 Certificateholders. (iii) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee an Eligible Account (the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. (iv) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the 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 Certificateholders. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Distribution Account and the Reserve Account (collectively the "Trust Accounts") shall be invested by the Trustee in Eligible Investments selected in writing by the Servicer or an investment manager selected by the Servicer, which investment manager shall have agreed to comply with the terms of these Standard Terms and Conditions of Agreement and the Agreement as they relate to investing such funds; provided, however, that it is understood and agreed that the Trustee shall not be liable for any loss arising from such investment in Eligible investments. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders; PROVIDED, that on each Determination Date all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Interest Distribution Amount; and, provided further that any interest and other investment income on Eligible Investment Receivables in the Reserve Account earned in respect of a Collection Period shall be deposited in the Collection Account on the second Determination Date following such Collection Period and shall be deemed to constitute a portion of the Interest Distribution Amount for the related Distribution Date. Other than as permitted by the Rating Agencies, funds on deposit in the Collection Account, the Pre-Funding Account, the Reserve Account and the Distribution Account shall be invested in Eligible Investments that will mature (A) not later than the Business Day immediately preceding the next Distribution Date or (B) on such next Distribution Date if either (x) such investment is held in the trust department of the institution with which the Collection Account, the Pre-Funding Account, the Reserve Account or the Distribution Account, as applicable, is then maintained and is invested in a time deposit of [the Trustee] rated at least A-1 by Standard & Poor's and P-1 by Moody's (such account being maintained within the trust department of [the -26- Trustee]) or (y) the Trustee (so long as the short-term unsecured debt obligations of the Trustee are either (i) rated at least P-1 by Moody's and A-1 by Standard & Poor's on the date such investment is made or (ii) guaranteed by an entity whose short-term unsecured debt obligations are rated at least P-1 by Moody's and A-1 by Standard & Poor's on the date such investment is made) has agreed to advance funds on such Distribution Date to the Distribution Account in the amount payable on such investment on such Distribution Date pending receipt thereof to the extent necessary to make distributions on such Distribution Date; provided that Eligible Investment Receivables need not satisfy such maturity requirements. The guarantee referred to in clause (y) of the preceding sentence shall be subject to the Rating Agency Condition. For the purpose of the foregoing, unless the Trustee affirmatively agrees in writing to make such advance with respect to such investment prior to the time an investment is made, it shall not be deemed to have agreed to make such advance. Funds deposited in a Trust Account upon the maturity of any Eligible Investments on the day immediately preceding a Distribution Date are not required to be invested overnight. (c) (i) The 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 Trustee for the benefit of the Certificateholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the 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. (ii) With respect to the Trust Account Property, the Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 14.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Trustee, pending maturity or -27- disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) (i) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Trustee, pending maturity or disposition, through continued registration of the Trustee's (or its nominee's) ownership of such security. (ii) The Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer to carry out its respective duties hereunder. Section 14.02 Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account 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 Event of Default shall have occurred and be continuing and (iii) (x) World Omni is a wholly-owned subsidiary of World Omni and World Omni maintains a short-term rating of at least A-1 by Standard & Poor's and P-1 by Moody's (and for five Business Days following a reduction in either such rating) or (y) prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account on the Determination Date immediately preceding the related Distribution Date. For purposes of this Article XIV the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than Section 14.03 Application of Collections. All collections for the Collection Period shall be applied by the Servicer as follows: With respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor shall be applied first, to reduce Outstanding Simple Interest Advances to the extent described in Section 14.04(b). Next, any excess shall be applied to interest and principal in accordance with the Simple Interest Method. Section 14.04 Advances. (a) As of the close of business on the last day of each Collection Period, if the payments by or on behalf of the Obligor on a Precomputed Receivable (other than a Purchased Receivable) shall be less than the Scheduled Payment, the Payahead Balance shall be applied by the Servicer to the extent of the shortfall and such Payahead Balance shall be reduced accordingly. Next, the Servicer shall advance any remaining shortfall (such amount a "Precomputed Advance"), to the extent that the Servicer, at its sole discretion, shall determine that the Precomputed Advance shall be recoverable from the Obligor, the Purchase -28- Amount, Liquidation Proceeds or proceeds of any other Precomputed Receivables. With respect to each Precomputed Receivable, the Precomputed Advance shall increase Outstanding Precomputed Advances. Outstanding Precomputed Advances shall be reduced by subsequent payments by or on behalf of the Obligor, collections of Liquidation Proceeds in respect of Precomputed Receivables, or payments of the Purchase Amount in respect of Precomputed Receivables. (b) At the close of business on the last day of each Collection Period, the Servicer shall advance an amount equal to the amount of interest due on the Simple Interest Receivables at their respective APR's for the related Collection Period (assuming the Simple Interest Receivables pay on their respective due dates) minus the amount of interest actually received on the Simple Interest Receivables during the related Collection Period (such amount, a "Simple Interest Advance"). With respect to each Simple Interest Receivable, the Simple Interest Advance shall increase Outstanding Simple Interest Advances. If such calculation results in a negative number, an amount equal to such negative number shall be paid to the Servicer and the amount of Outstanding Simple Interest Advances shall be reduced by such amount. In addition, in the event that a Simple Interest Receivable becomes a Liquidated Receivable, Liquidation Proceeds with respect to such Simple Interest Receivable attributable to accrued and unpaid interest thereon (but not including interest for the then current Collection Period) shall be paid to the Servicer to reduce Outstanding Simple Interest Advances, but only to the extent of any Outstanding Simple Interest Advances. The Servicer shall not make any advance with respect to principal of Simple Interest Receivables or in respect of Eligible Investment Receivables. Section 14.05 Additional Deposits. The Servicer shall deposit in the Collection Account the aggregate Advances pursuant to Section 14.04. To the extent that the Servicer fails to make a Simple Interest Advance pursuant to Section 14.04(b) on the date required, the Trustee shall withdraw such amount (or, if determinable, such portion of such amount as does not represent advances for delinquent interest) from the Reserve Account and deposit such amount in the Collection Account. The Servicer and the Seller 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 20.02. The Servicer shall deposit the aggregate Purchase Amount with respect to Purchased Receivables when such obligations are due, unless the Servicer shall not be required to make daily deposits pursuant to Section 14.02. Section 14.06 Distributions. (a) On each Distribution Date, the Trustee shall cause to be transferred from the Collection Account to the Distribution Account, in immediately available funds, the entire amount then on deposit in the Collection Account; provided, however, that in the event that the Servicer is required to make deposits to the Collection Account on a daily basis pursuant to Section 14.02, the amount of the funds transferred from the Collection Account to the Distribution Account will include only those funds that were deposited in the Collection Account for the Collection Period related to such Distribution Date. (b) On each Distribution Date, the Trustee (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to -29- Section 14.09) shall distribute amounts on deposit in the Distribution Account and, if applicable, the Reserve Account in the manner and priority set forth below: (i) to the Servicer, from the Interest Distribution Amount, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) to the Class [A] Certificateholders: (B) from the Class [A] Percentage of the Interest Distribution Amount (except as provided in the proviso to subsection (c)(i) below) (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the Class [A] Interest Distributable Amount; (C) from the Class [A] Percentage of the Principal Distribution Amount, the Class [A] Principal Distributable Amount; (iii) to the Class [B] Certificateholders: (A) from the Class [B] Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments), the Class [B] Interest Distributable Amount; and (B) from the Class [B] Percentage of the Principal Distribution Amount, the sum of the Class [B] Principal Distributable Amount. (c) The rights of the Class [B] Certificateholders to receive distributions in respect of the Class [B] Certificates shall be and hereby are subordinated to the rights of the Class [A] Certificateholders to receive distributions in respect of the Class [A] Certificates and the rights of the Servicer to receive the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods) in the event of delinquency or defaults on the Receivables. Such subordination shall be effected as follows, and all payments shall be effected pursuant to clause (i) below prior to any payments pursuant to clause (ii): (i) If the Class [A] Percentage of the Interest Distribution Amount (as such Interest Distribution Amount has been reduced by Servicing Fee payments) is less than the Class [A] Interest Distributable Amount on any Distribution Date, the Class [A] Certificateholders shall be entitled to receive distributions in respect of such deficiency first, from the Class [B] Percentage of the Interest Distribution Amount; second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class [B] Percentage of the Principal Distribution Amount; provided, however, that if the amount of Simple Interest Advances required to be made for the Collection Period have not been paid by the Servicer or withdrawn from the Reserve Account, the shortfall in either such amount shall be allocated pro rata between the Class [A] Certificates and the Class [B] Certificates and any such shortfall with respect to the Class [A] Certificates (and any Class [A] Carryover Shortfalls attributable thereto) shall be paid only from amounts -30- that are or become available in the Reserve Account after giving effect to any deposit thereto on such day. (ii) If the Class [A] Percentage of the Principal Distribution Amount is less than the sum of the Class [A] Principal Distributable Amount on any Distribution Date, the Class [A] Certificateholders shall be entitled to receive distributions in respect of such deficiency first, from the Class [B] Percentage of the Principal Distribution Amount; second, if such amounts are insufficient, from amounts on deposit in the Reserve Account; and third, if such amounts are insufficient, from the Class [B] Percentage of the Interest Distribution Amount. (d) Subject to Section 20.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Servicer appropriate instructions prior to such Distribution Date and such Holder's Certificates of either Class in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, the amounts to be distributed to such Certificateholder pursuant to such Holder's Certificates. Section 14.07 Reserve Account. (a) On the Closing Date, the Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Reserve Account from the net proceeds of the sale of the Certificates. (b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Trustee to distribute the amount of such excess to the Seller, which distribution may include Eligible Investment Receivables; provided that no such excess shall be distributed unless the letter from a firm of independent certified public accountants required to be delivered under the Agreement in respect of the Collection Period immediately following the Closing Date has been delivered to the Trustee. (c) If the Servicer determines pursuant to Section 14.04 that it is required to make an Advance on any Distribution Date and does not do so from its own funds, the Servicer shall instruct the Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 14.04 for purposes of making distributions pursuant to the Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Advances, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. (d) (i) In the event that the Class [A] Distributable Amount for a Distribution Date exceeds the sum of the amounts distributed to Holders of the Class [A] Certificates -31- pursuant to Section 14.06(b)(ii) on such Distribution Date, the Servicer shall instruct the Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein, and distribute such amount to the Holders of the Class [A] Certificates. (ii) In the event that the Class [A] Principal Distributable Amount on the Final Scheduled Distribution Date exceeds the amount distributed to Holders of Class [A] Certificates pursuant to Section 14.06(b)(ii)(B) on such Distribution Date, the Servicer shall instruct the Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein, and distribute such amount to the Holders of the Class [A] Certificates. (e) (i) In the event that the Class [B] Distributable Amount for a Distribution Date exceeds the sum of the amounts distributed to Holders of the Class [B] Certificates pursuant to Section 14.06(b)(iii) on such Distribution Date, the Servicer shall instruct the Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (c) and (d) above, and distribute such amount to the Holders of the Class [B] Certificates. (ii) In the event that the Certificateholders' Principal Distributable Amount on the Final Scheduled Distribution Date exceeds the amount distributed to Holders of the Class [B] Certificates pursuant to Section (b)(iii)(B), the Servicer shall instruct the Trustee to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (d) and (e)(i) above, and distribute such amount to the Holders of the Class [B] Certificates. Following the payment in full of the Certificate Balance and of all other amounts owing or to be distributed under the Agreement to Certificateholders and the termination of the Trust, any amount remaining on deposit in the Reserve Account shall be distributed to the Seller and any Eligible Investment Receivables in the Reserve Account shall be transferred to the Seller. Section 14.08 Pre-Funding Account. (a) On the Closing Date, the Trustee will deposit the amount, if any, specified in the Agreement in the Pre-Funding Account on behalf of the Seller from the net proceeds of the sale of the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account an amount equal to (i) the Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date less the Reserve Account Initial Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in the Agreement with respect to such transfer, and (ii) the Reserve Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, to deposit such amount in the Reserve Account. If Subsequent Receivables are transferred to the Trust on the Closing Date, the Closing Date shall also be a Subsequent Transfer Date for the purposes of this Section. (b) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a -32- Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $[__________] or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (a) above, the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account, in the case of (x), on such Distribution Date or, in the case of (y), on the Distribution Date immediately succeeding such Determination Date, (i) if the Pre-Funded Amount is equal to or less than $[__________], the Pre-Funded Amount and deposit such amount in the Distribution Account for payment as principal of the Class [A]-1 Certificates up to the Class [A] Certificate Balance and then for payment of principal of the Class [A]-2 Certificates, and (ii) if the Pre-Funded Amount is greater than $[__________], amounts equal to the Pre-Funded Percentage for each Class of Certificates of the Pre-Funded Amount and deposit such amounts in the Distribution Account. In addition, if the Pre-Funded Amount is greater than $[__________], the Seller will deposit into the Distribution Account an amount equal to the sum of the Class [A] Prepayment Premium and the Class [B] Prepayment Premium. Section 14.09 Statements to Certificateholders. On each Distribution Date, the Servicer shall provide to the Trustee for the Trustee to forward to each Certificateholder of record as of the most recent Record Date, a statement substantially in the form of Exhibit D setting forth at least the following information as to each Class of Certificates to the extent applicable: (i) the amount of such distribution allocable to principal allocable to each class of Certificates; (ii) the amount of such distribution allocable to interest allocable to each class of Certificates; (iii) for the final Distribution Date with respect to the Funding Period, the amount of any remaining Pre-Funded Amount that has not been used to fund the purchase of Subsequent Receivables; (iv) 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 (i) above; (v) the Class [A] Certificate Balance and the Class [B] Certificate 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 (i) above; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period; (vii) the amount of the Class [A] Principal Carryover Shortfall and Class [A] Interest Carryover Shortfall and Class [B] Principal Carryover Shortfall and Class [B] Interest Carryover Shortfall, as applicable, if any, on such Distribution Date and the change in the Class [A] Principal Carryover -33- Shortfall and Class [A] Interest Carryover Shortfall and Class [B] Principal Carryover Shortfall and Class [B] Interest Carryover Shortfall, as applicable, from the preceding Distribution Date; (viii) the amount of Realized Losses, if any, with respect to the related Collection Period; (ix) the amount otherwise distributable to the Class [B] Certificateholders that is distributed to Class [A] Certificateholders on such Distribution Date; (x) the balance of the Reserve Account on such Distribution Date, after giving effect to deposits and withdrawals made on such Distribution Date; (xi) for Distribution Dates during the Funding Period, the remaining Pre-Funded Amount. Each amount set forth pursuant to subclauses (i), (ii), (vi) or (vii) above shall be expressed as a dollar amount per $1,000 of original principal balance of a Class [A] or Class [B] Certificate, as applicable. Section 14.10 Accounting and Tax Returns. The Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis and the accrual method of accounting and (b) deliver to each Holder of a Certificate, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Holder to prepare its federal and state income tax returns. Section 14.11 Net Deposits. As an administrative convenience, unless the Servicer is required to remit collections daily, the Servicer will be permitted to make the deposit of collections on the Receivables, aggregate Advances and Purchase Amounts for or with respect to each Collection Period net of distributions to be made to the Servicer with respect to such Collection Period. The Servicer, however, will account to the Trustee and to the Certificateholders as if all deposits, distributions and transfers were made individually. Section 14.12 Transfer of the Class [B] Certificates. In the event any Holder of a Class [B] Certificate shall wish to transfer such Certificate, the Seller shall provide to such Holder and any prospective transferee designated by such Holder information regarding the Class [B] 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 Class [B] Certificate without registration thereof under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Rule 144A.] ARTICLE XV The Certificates Section 15.01 The Certificates. Unless otherwise specified in the Agreement, the Certificates shall be issued in fully registered form in minimum denominations of $1,000. -34- The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Trustee. 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 Trust, shall be validly issued and entitled to the benefit of the Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. A transferee of a 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 Certificate duly registered in such transferee's name pursuant to Section 15.03. Section 15.02 Authentication of Certificates. The Trustee shall cause the Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Seller, signed by its chairman of the board, its president, any vice president, secretary, or assistant treasurer, without further corporate action by the Seller, in authorized denominations, pursuant to the Agreement. No Certificate shall entitle its Holder to any benefit under the Agreement or shall be valid for any purpose unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A or Exhibit B to the Agreement, as appropriate, executed by the Trustee by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Section 15.03 Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 15.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Unless otherwise specified in the Agreement, the Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Trustee. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender at the Corporate Trust Office of the Certificates to be exchanged. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be cancelled and subsequently disposed of by the Trustee. -35- No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee 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 Certificates. [Section 15.04 Limitations on Transfer of the Class [B] Certificates. (a) Unless otherwise set forth in the Agreement, the Class [B] Certificates shall not have been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Class [B] 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 said 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the "Transferor Certificate") and either Exhibit G (the "Investment Letter") or Exhibit H (the "Rule 144A Letter"). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the 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 or Trustee; 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 Seller shall provide to any Holder of a Class [B] Certificate and any prospective transferee designated by any such Holder, information regarding the Class [B] 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 Class [B] Certificates without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of a Class [B] Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and the Seller 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) No transfer of a Class [B] Certificate shall be made unless the Trustee shall have received a representation from the transferee of such Class [B] Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan, trust or account (each a "Benefit Plan") subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code or a Person acting on behalf of any such Benefit Plan or using assets of a Benefit Plan to acquire Class [B] Certificates. For purposes of the preceding sentence, such representation shall be deemed to have been made to the Trustee by the transferee's (including an initial acquiror's) acceptance of a Class [B] Certificate. Notwithstanding anything else to the contrary herein, any proposed transfer of a Class [B] Certificate to or on behalf of a Benefit Plan subject to ERISA or to the Code without the delivery to the Trustee of an opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. The Trustee shall be under no liability to any Person for any registration of transfer of any Class [B] Certificate that is in fact not permitted by this Section 15.04 or for making any payments due on such Class [B] Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the -36- Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. The Trustee shall be entitled, but not obligated, to recover from any Holder of any Class [B] Certificate that was in fact a Benefit Plan subject to Section 406 of ERISA or to Section 4975 of the Code or a Person acting on behalf of any such Benefit Plan at the time it became a Holder or subsequently became such a Benefit Plan or Person acting on behalf of such a Benefit Plan, all payments made on such Class [B] Certificate at and after either such time. Any such payments so recovered by the Trustee shall be paid and delivered by the Trustee to the last preceding Holder of such Certificate that is not, and was not at the time it held such Certificate, such a Benefit Plan or Person acting on behalf of a Benefit Plan. (c) The Trustee shall cause each Class [B] Certificate to contain a legend stating that transfer of the Class [B] Certificates is subject to certain restrictions and referring prospective purchasers of the Class [B] Certificates to this Section 15.04 with respect to such restrictions. (d) Unless otherwise set forth in the Agreement, no transfer of a Class [B] Certificate or any interest therein shall be made unless prior to such transfer the Holder of such Class [B] Certificate delivers to the Seller and the Trustee either a ruling of the Internal Revenue Service or an Opinion of Counsel, to the effect that the proposed transfer will not result in the arrangement contemplated by the Agreement being treated as an association taxable as a corporation under either the Code or [the tax laws of the State of New York].] Section 15.05 Mutilated, Destroyed, Lost, or Stolen Certificates. If (a) any mutilated 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 Certificate and (b) there shall be delivered to the Certificate Registrar and the 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 Certificate has been acquired by a bona fide purchaser, the Trustee on behalf of the Trust shall execute, and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Trustee and 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 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 Certificate shall be found at any time. Section 15.06 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 14.06 and for all other purposes whatsoever, and neither the Trustee nor the Certificate Registrar shall be bound by any notice to the contrary. Section 15.07 Access to List of Certificateholders' Names and Addresses. The Trustee shall furnish or cause to be furnished to the Servicer, within 15 days after receipt by the Trustee of a request therefor from the Servicer in writing, a list, in such form as the Servicer may -37- 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 Holders of [Class [A]] Certificates evidencing not less than 25% of the Certificate Balance apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under the Agreement or under the Certificates and such application shall be accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt for such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed to hold neither the Servicer nor the Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. Section 15.08 Maintenance of Office or Agency. The Trustee shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trustee in respect of the Certificates and the Agreement may be served. The Trustee initially designates the Corporate Trust Office as specified in the Agreement as its office for such purposes. The Trustee shall give prompt written notice to the Servicer and to Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 15.09 Book-Entry Certificates. The Class [A] Certificates and, if so specified in the Agreement, the Class [B] Certificates may be issued in the form of one or more typewritten Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Seller to the initial Clearing Agency, which, unless otherwise specified in the Agreement, shall be The Depository Trust Company. In such case, the Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 15.11. Unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued to such Certificate Owners pursuant to Section 15.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Seller, the Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on such Certificates) as the sole Holder of such Certificates and shall have no obligation to the related Certificate Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of such Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to -38- Section 15.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on such Certificates to such Clearing Agency Participants; and (v) whenever the Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Certificates and has delivered such instructions to the Trustee. Section 15.10 Notices to Clearing Agency. Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 15.11, the Trustee and the Servicer shall give all such notices and communications specified herein to be given to Certificate Owners to the Clearing Agency. Section 15.11 Definitive Certificates. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement and the Trustee or the Seller is unable to locate a qualified successor, (ii) the Seller at its option advises the 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, Certificate Owners representing beneficial interests aggregating not less than a majority of the aggregate outstanding principal amount of the Book-Entry Certificates advise the Trustee and 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 the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners and the Trustee of the occurrence of such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Seller, the Certificate Registrar or the 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 Certificates, the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Definitive Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Trustee, as evidenced by its execution thereof. ARTICLE XVI The Seller Section 16.01 Representations of Seller. The Seller makes the following representations on which the Trustee shall be deemed to have relied in accepting the Receivables -39- in trust and executing and authenticating the Certificates. The representations speak as of the execution and delivery of the Agreement and as of the Closing Date, in the case of Initial Receivables, if any, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Receivables, if any, and shall survive the sale of the Receivables to the Trustee. (i) Organization and Good Standing. The Seller is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Florida, 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, and had at all relevant times, and has, the power, authority and legal right to acquire and own the Standard Receivables. (ii) Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications. (iii) Power and Authority. The Seller has the power and authority to execute and deliver the Agreement and to carry out its terms; the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust, and the Seller shall have duly authorized such sale and assignment to the Trustee by all necessary action; and the execution, delivery and performance of the Agreement and of each Subsequent Transfer Assignment or Eligible Investment Transfer Assignment, as applicable, shall have been duly authorized by the Seller by all necessary action. (iv) Binding Obligation. The Agreement, each Subsequent Transfer Assignment and Eligible Investment Transfer Assignment, when executed and delivered by the Seller, shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms. (v) No Violation. The consummation of the transactions contemplated by the Agreement and the fulfillment of the terms hereof do not 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 organization or operating agreement of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound; or 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 Agreement); or violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. (vi) No Proceedings. To the Seller'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 Seller or its properties: (i) asserting the invalidity of the Agreement or the Certificates; (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Agreement; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, the -40- Agreement or the Certificates, or (iv) that might adversely affect the federal income tax attributes of the Certificates. Section 16.02 Existence. During the term of the Agreement, the Seller 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 organization 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 the Agreement and each other instrument or agreement necessary or appropriate to the proper administration of the Agreement and the transactions contemplated hereby. Section 16.03 Liabilities of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under the Agreement. (i) The Seller shall indemnify, defend and hold harmless the Trustee and the Trust from and against any taxes that may at any time be asserted against the Trustee or the Trust with respect to the transactions contemplated in the Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, or asserted with respect to ownership of the Receivables or Eligible Investment Receivables, or federal or other income taxes arising out of the distributions on the Certificates) and costs and expenses in defending against the same. (ii) The Seller shall indemnify, defend and hold harmless the Trustee and the Certificateholders from and against any loss, liability or expense incurred by reason of (a) the Seller's willful misfeasance, bad faith or negligence in the performance of its duties under the Agreement, or by reason of reckless disregard of its obligations and duties under the Agreement, and (b) the Seller's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Certificates. (iii) The Seller shall indemnify, defend and hold harmless the Trustee and its officers, directors, employees and agents from and against all costs, expenses, 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 Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liabilities shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee. Indemnification under this Section 16.03 shall survive the resignation or removal of the Trustee and the termination of the Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Trustee pursuant to this Section and the Trustee thereafter shall collect any of such amounts from others, the Trustee shall promptly repay such amounts to the Seller, without interest. -41- Section 16.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under the Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to the Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 12.01 shall have been breached and no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Seller shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each 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 the Agreement relating to such transaction have been complied with, (iii) the Rating Agency Requirement shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, 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 clauses (a), (b) or (c) above. Section 16.05 Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller 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 Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under the Agreement and that in its opinion may involve it in any expense or liability. Section 16.06 Seller May Own Certificates. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise provided herein. ARTICLE XVII The Servicer Section 17.01 Representations of Servicer. The Servicer makes the following representations on which the Trustee shall be deemed to have relied in accepting the Receivables in trust and executing and authenticating the Certificates. The representations speak as of the execution and delivery of the Agreement and as of the Closing Date, in the case of the Initial Receivables, if any, and as of the applicable Subsequent Transfer Date, in the case of the Subsequent Receivables or Eligible Investment Receivables, if any, and shall survive the sale of the Receivables to the Trustee. -42- (a) Organization and Good Standing. The Servicer is duly organized and validly existing as a limited liability company in good standing under the laws of the state of its organization, 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, and had at all relevant times, and has, the power, authority and legal right to acquire, own, sell and service the Standard Receivables and to hold the Receivable Files as custodian. (b) Due Qualification. The Servicer is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary 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 Standard Receivables as required by the Agreement) shall require such qualifications. (c) Power and Authority. The Servicer has the power and authority to execute and deliver the Agreement and to carry out its terms; and the execution, delivery and performance of the Agreement have been duly authorized by the Servicer by all necessary action. (d) Binding Obligation. The Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms. (e) No Violation. The consummation of the transactions contemplated by the Agreement and the fulfillment of the terms hereof shall not 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 organization or operating agreement of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it is bound; or 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 Agreement); or violate any law or, to the best of the Servicer's knowledge, 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. (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 the Agreement or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, the Agreement or the Certificates, or (iv) relating to the Servicer and which might adversely affect the federal income tax attributes of the Certificates. (g) No Insolvent Obligors. As of the related Cutoff Date, no Obligor on a Standard Receivable shall be shown on the Receivable Files as the subject of a bankruptcy proceeding. -43- Section 17.02 Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under the Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Trustee, the Trust, the Certificateholders and the Seller from and against any and all costs, expenses, 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 Trustee, the Seller, the Trust and the Certificateholders 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 negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under the Agreement or by reason of reckless disregard of its obligations and duties under the 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 17.03) as Servicer pursuant to Section 18.01, or a resignation by such Servicer pursuant to the Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Trustee) pursuant to Section 18.02. Indemnification under this Section shall survive the resignation or removal of the Trustee or the termination of the 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 recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. Section 17.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (d) with respect to the Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by World Omni Financial Corp., which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under the Agreement without further act on the part of any of the parties to the Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in the 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 Servicer shall have delivered to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and reciting the details of such -44- filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, 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 clauses (a), (b) or (c) above. Section 17.04 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 Trust or the Certificateholders, except as provided under the Agreement, for any action taken or for refraining from the taking of any action pursuant to the 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 the 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 the Agreement. Except as provided in the 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 the 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 the Agreement and the rights and duties of the parties to the Agreement and the interests of the Certificateholders under the Agreement. ARTICLE XVIII Default Section 18.01 Events of Default. If any one of the following events ("Events of Default") shall occur and be continuing: (a) Any failure by the Servicer to deliver to the Trustee for deposit to any Trust Account any proceeds or payment required to be so delivered under the terms of the Certificates and the Agreement that shall continue unremedied for a period of three Business Days after written notice of such failure is received by the Servicer from the Trustee or after discovery of such failure by an officer of the Servicer; or (b) Failure by the Servicer or the Seller, 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 Seller (as the case may be) set forth in the Certificates or in the Agreement, which failure shall (a) materially and adversely affect the rights of Certificateholders and (b) 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 (1) to the Servicer or the Seller (as the case may be) by the Trustee or (2) to the Servicer or the Seller (as the case may be) and to the Trustee by the Holders of [Class [A]] Certificates evidencing not less than 25% of the [Class [A]] Certificate Balance; or -45- (c) The occurrence of an Insolvency Event with respect to the Servicer or the Seller; then, and in each and every case, so long as the Event of Default shall not have been remedied, either the Trustee or the Holders of [Class [A]] Certificates evidencing not less than 25% of the [Class [A]] Certificate Balance, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 17.02) of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such successor Servicer as may be appointed under Section 18.02; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf 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 and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the 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 with respect to any Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending the 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 an Event of Default, the Trustee shall give notice thereof to the Rating Agencies. Section 18.02 Appointment of Successor. (a) Upon the Servicer's receipt of notice of termination pursuant to Section 18.01 or the Servicer's resignation in accordance with the terms of the Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under the 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 (x) the date 45 days from the delivery to the Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of the Agreement and (y) 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 Trustee shall appoint a successor Servicer, and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the 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 Trustee without further action shall automatically be appointed the successor Servicer and shall be entitled to the Servicing Fee. Notwithstanding the above, the 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 the Agreement. (b) Upon appointment, the successor Servicer (including the Trustee acting as successor Servicer) shall be the successor in all respects to the predecessor Servicer and shall be -46- 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 of the rights granted to the predecessor Servicer by the terms and provisions of the Agreement. (c) The Servicer may not resign unless it is prohibited from serving as such by law. Section 18.03 Repayment of Advances. If the Servicer shall change, the predecessor Servicer shall be entitled to receive reimbursement for Outstanding Advances pursuant to Sections 14.03 and 14.04 with respect to all Advances made by the predecessor Servicer. Section 18.04 Notification to Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article XVIII, the Trustee shall give prompt written notice thereof to Certificateholders and to the Rating Agencies. Section 18.05 Waiver of Past Defaults. The Holders of [Class [A]] Certificates evidencing not less than a majority of the [Class [A]] Certificate Balance may, on behalf of all Holders of Certificates, waive 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 the Trust Accounts in accordance with the Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of the Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. ARTICLE XIX The Trustee Section 19.01 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by the Agreement 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; provided, however, that if the Trustee shall assume the duties of the Servicer pursuant to Section 18.02, the Trustee in performing such duties shall use the degree of skill and attention customarily exercised by a servicer with respect to automobile receivables that it services for itself or others. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Agreement and no implied covenants or obligations shall be read into the Agreement against the Trustee; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of the Agreement; provided, however, -47- that the Trustee shall examine the certificates and opinions to determine whether or not they conform to the [__________]. (c) The Trustee shall take and maintain custody of the Schedule of Receivables included as an exhibit to the Agreement and shall retain all Servicer's Certificates identifying Receivables that become Purchased Receivables and Liquidated Receivables. (d) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the Agreement or at the direction of the Holders of [Class [A]] Certificates evidencing not less than 25% of the [Class [A]] Certificate Balance relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Agreement; (e) The 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 clause (d) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trustee Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the 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 the Agreement. (f) No provision of the Agreement shall require the 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. Section 19.02 Certain Matters Affecting Trustee. Except as otherwise provided in Section 19.01: (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document. (b) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters or relating to the Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it under the Agreement in good faith and in accordance with such advice or opinion of such counsel. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the -48- Agreement at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Agreement; provided that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (e) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence of any such agent, attorney or custodian appointed with due care by it hereunder. Section 19.03 Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or Eligible Investment Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable or Eligible Investment Receivable, or the perfection and priority of any security interest created by any Receivable or Eligible Investment Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under the Agreement, 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 or Eligible Investment Receivable or any computer or other record thereof; the validity of the assignment of any Receivable or Eligible Investment Receivable to the Trust or of any intervening assignment; the completeness of any Receivable or Eligible Investment Receivable; the performance or enforcement of any Receivable or Eligible Investment Receivable; the compliance by the Seller or the Servicer with any warranty or representation made under the Agreement or in any related document and the accuracy of any such warranty or representation or any action of the Servicer taken in the name of the Trustee. Section 19.04 Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates and may deal with the Seller and the Servicer in banking transactions with the same rights as it would have if it were not Trustee. Section 19.05 Trustee's Fees and Expenses. The Servicer shall pay to the Trustee, and the Trustee shall be entitled to receive, reasonable compensation as shall have been separately agreed upon before the date of the Agreement between the Seller and the Trustee (which shall not be limited by any provision of law regarding the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created by the -49- Agreement and in the exercise and performance of any of the Trustee's powers and duties under the Agreement. The Trustee shall be entitled to be reimbursed by the Seller for its reasonable expenses under the Agreement, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may employ in connection with the exercise and performance of its rights and duties under the Agreement. Section 19.06 Eligibility Requirements for Trustee. The Trustee shall at all times be a corporation having an office in the same state as the location of the Corporate Trust Office; organized and doing business under the laws of such state or the United States of America; authorized under such laws to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least Baa3 by Moody's. If such corporation 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 Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 19.07. Section 19.07 Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 19.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Trustee. If the Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 19.08 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies. Section 19.08 Successor Trustee. Any successor Trustee appointed pursuant to Section 19.07 shall execute, acknowledge and deliver to the Servicer and to its predecessor -50- Trustee an instrument accepting such appointment under the Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under the Agreement, with like effect as if originally named as Trustee. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under the Agreement; and the Servicer and the predecessor 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 Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 19.06. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Servicer shall mail notice thereof to all Certificateholders and to the Rating Agencies. If the Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. Section 19.09 Merger or Consolidation of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible pursuant to Section 19.06, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Rating Agencies. Section 19.10 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of the Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Financed Vehicle may at the time be located, the Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person, in such capacity and for the benefit of the Certificateholder, 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 Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under the Agreement shall be required to meet the terms of eligibility as a successor Trustee pursuant to Section 19.06 and no notice of the appointment of any co-trustee or separate -51- Each 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 any such separate trustee or co-trustee shall be conferred upon and exercised or performed by the 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 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 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 Trust 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 Trustee; (ii) No trustee under the Agreement shall be personally liable by reason of any act or omission of any other trustee under the Agreement; and (iii) The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the 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 the 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 Trustee or separately, as may be provided therein, subject to all the provisions of the Agreement, specifically including every provision of the Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Servicer. Any separate trustee or co-trustee may at any time appoint the 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 the 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 Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee. Section 19.11 Representations and Warranties of Trustee. The Trustee shall make the following representations and warranties on which the Seller and Certificateholders shall be deemed to rely: (i) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its place of incorporation. -52- (ii) The Trustee has full corporate power, authority and legal right to execute and deliver, and to perform its obligations under, the Agreement, and shall have taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, the Agreement. (iii) The Agreement shall have been duly executed and delivered by the Trustee. Section 19.12 No Bankruptcy Petition. The Trustee, by entering into the Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against, or join any other Person in instituting against, the Seller or the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law in connection with the Certificates or the Agreement. ARTICLE XX Termination Section 20.01 Termination of the Trust. (a) The respective obligations and responsibilities of the Seller, the Servicer and the Trustee created hereby and the Trust created by the Agreement shall terminate (i) upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Agreement and the disposition of all property held as part of the Trust and (ii) at the time provided in Section 20.02; provided, however, that in no event shall the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date of the Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section. (b) Except as provided in Section 20.01(a), neither the Seller nor any Owner shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which Certificateholders shall surrender their Certificates to the Trustee for payment of the final distribution and cancellation of the Certificates, shall be given by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the specified Distribution Date stating (A) the Distribution Date upon which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 14.06. -53- In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after such second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Seller. Section 20.02 Optional Purchase of All Receivables. On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer shall have the option to purchase the corpus of the Trust; provided, however, that the Servicer may not effect any such purchase if at such time the rating of World Omni's long-term debt obligations is less than Baa3 by Moody's, unless the Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit an amount into the Collection Account pursuant to Section 14.05 equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee. The Servicer thereafter shall succeed to all interests in and to the Trust. ARTICLE XXI Miscellaneous Provisions Section 21.01 Amendment. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in the Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any provision in the Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect in any material respect the interests of any Certificateholder. The Agreement may also be amended from time to time by the Seller, the Servicer and the Trustee with the consent of the Holders of Class [A] Certificates and Class [B] Certificates (which consent shall be conclusive and binding on such Holders and on all future Holders of such Certificates and of any Certificates issued upon the transfer therefor or in exchange thereof or in lieu thereof, whether or not notation of such consent is made upon the Certificates), each voting as a class, evidencing not less than a majority of the Class [A] Certificate Balance and Class [B] Certificate Balance, respectively, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement, or of modifying in any manner the rights of 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 on any Certificate or (b) reduce the aforesaid percentage of the Class [A] Certificate -54- Balance and Class [B] Certificate Balance required to consent to any such amendment without the consent of the Holders of all Certificates then outstanding. Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Rating Agencies. It shall not be necessary for the consent of Certificateholders 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. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement) and of evidencing the authorization of any action by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Prior to the execution of any amendment to the Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Agreement and the Opinion of Counsel referred to in Section 21.02(i)(1). The Trustee may, but shall not be obligated to, enter into any such amendment that affects the Trustee's own rights, duties or immunities under the Agreement or otherwise. Section 21.02 Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and 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 Certificateholders and the Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the 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 Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain its principal executive office and each office from which it shall service Receivables within the United States of America. (d) The Servicer shall maintain accounts and records as to each Standard 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 -55- 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 Distribution Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under the Agreement of the Standard Receivables, the Servicer's master computer records (including any back-up archives) that refer to a Standard Receivable shall indicate clearly the interest of the Trust in such Standard Receivable and that such Standard Receivable is owned by the Trustee. Indication of the Trustee's ownership of a Standard Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Seller 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 print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Standard Receivable, shall indicate clearly that such Standard Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Trustee: (A) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 21.01, of each amendment hereto and on certain Distribution Dates as required by Sections 3.02(b)(2)(iii)(B) and 12.03(b)(x)(B) of the Agreement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the 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; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the initial Cutoff Date, 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 -56- statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the 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. Each Opinion of Counsel referred to in clause (l) or (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. (j) The Seller shall, to the extent required by applicable law, cause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. Section 21.03 Separate Counterparts. The 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 21.04 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate the Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties to the Agreement or any of them. (b) No Certificateholder shall have any right to vote (except as provided in Section 21.01 or 18.05) or in any manner otherwise control the operation and management of the Trust or the obligations of the parties to the Agreement; nor shall any provision in the Agreement or contained in the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken pursuant to any provision of the Agreement. (c) No Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Agreement, unless: (i) such Holder previously shall have given to the Trustee written notice of a continuing Event of Default; (ii) the Holders of Certificates evidencing not less than 25% of the Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under the Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; and (iv) during such 60-day period no request or waiver inconsistent with such written request shall have been given to the Trustee by Holders representing a majority of the Certificate Balance. It is understood and intended that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of, or by availing of, any provisions of the Agreement to affect, -57- disturb or prejudice the rights of any other Holders of Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under the Agreement, except in the manner provided in the Agreement. Section 21.05 Governing Law. THE AGREEMENT 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 UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 21.06 Notices. All demands, notices and communications upon or to the Seller, the Servicer, the Trustee or the Rating Agencies under the Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Seller, to World Omni Financial Corp., 120 N.W. 12th Avenue, Deerfield Beach, Florida 33442, Attention: A. Tucker Allen ((954) 429-2200); (b) in the case of the Servicer, to World Omni Financial Corp., 120 N.W. 12th Avenue, Deerfield Beach, Florida 33442, Attention: A. Tucker Allen ((954) 429-2200); (c) in the case of the Trustee, at the Corporate Trust Office; (d) in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007; (e) in the case of Standard & Poor's, to Standard & Poor's Ratings Group, 25 Broadway - 15th Floor, New York, New York 10004, Attention: Asset Backed Surveillance Department; (f) in the case of Duff and Phelps, to Duff & Phelps Credit Rating Company, 55 East Monroe Street, 35th Floor, Chicago, Illinois 60603, Attention: Structured Finance; and (g) in the case of Fitch, to Fitch Investors Service, Inc., One State Street Plaza, New York, New York 10004, Attention: Structured Surveillance Department. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder shall receive such notice. Section 21.07 Severability of Provisions. Any provision of the 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 of the Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 21.08 Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 16.04 and 17.03 and as provided in the provisions of the Agreement concerning the resignation of the Servicer, the Agreement may not be assigned by the Seller or the Servicer without the prior written consent of the Trustee and the Holders of Certificates evidencing not less than 66% of the Certificate Balance. Section 21.09 Certificates Nonassessable and Fully Paid. Certificateholders shall not be personally liable for obligations of the Trust. The interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever. -58- Section 21.10 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Trustee and the Certificateholders, and nothing in this Agreement, whether express or implied, shall be construed to give any other Person any legal or equitable right, remedy or claim in respect of the Trust or under or in respect of the Agreement or any covenants, conditions or provisions contained herein. Section 21.11 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 21.12 Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date that is one year and one day after the termination of the Agreement with respect to the Trust, acquiesce to, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust. (b) Notwithstanding any prior termination of the Agreement, the Servicer shall not, prior to the date that is one year and one day after the termination of the Agreement with respect to the Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. -59- EXHIBIT A FORM OF CLASS [A] CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE 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. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CLASS [A] CERTIFICATE WILL BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS [B] CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. NUMBER $ R- CUSIP NO. WORLD OMNI AUTO RECEIVABLES TRUST [_______]-[_________] [_____]% ASSET BACKED CERTIFICATE, CLASS [A] evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of retail installment sale contracts (as defined herein) secured by new and used automobiles and light duty trucks. (This Class [A] Certificate does not represent an interest in or obligation of World Omni Financial Corp. or any of its affiliates, except to the extent described below.) THIS CERTIFIES THAT [____________________] is the registered owner of [____________________] DOLLARS nonassessable, fully-paid, fractional undivided interest in World Omni Auto Receivables Trust [_______]-[_________] (the "Trust") formed pursuant to the Pooling and Servicing Agreement (the "Agreement") dated as of [__________], among World Omni Financial Corp., a Florida corporation, as seller (the "Seller"), World Omni Financial Corp., a Florida corporation, as servicer (the "Servicer") and [______________________________], a banking association, as trustee (the "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 Agreement. A-1 This Certificate is one of a duly authorized series of Certificates, designated as the [_____]% Asset Backed Certificates, Class [A] (herein called the "Class [A] Certificates"), all issued under the Agreement, to which Agreement reference is hereby made for a statement of the respective rights and obligations thereunder of the Seller, the Servicer, the Trustee and Holders of the Certificates. The Class [A] Certificates are subject to all terms of the Agreement. The property of the Trust includes a pool of retail installment sale contracts for new and used automobiles and light duty trucks (the "Receivables"), all monies received on or after the related Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and all proceeds of the foregoing. Under the Agreement, there will be distributed on the [_____] day of each month or, if such day is not a Business Day, the next Business Day (each, a "Distribution Date"), commencing on [__________], to the Person in whose name this Class [A] Certificate is registered at the close of business on the first day of the month in which such Distribution Date occurs (the "Record Date"), such Certificateholder's fractional undivided interest in the amount to be distributed to Class [A] Certificateholders on such Distribution Date. It is the intent of the Seller, the Trustee and the Certificateholders that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be treated as a grantor trust and the Certificates will be treated as interests in a grantor trust. The Seller, the Servicer, the Trustee and the Certificateholders, by acceptance of a Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Certificates for such tax purposes as interests in a grantor trust. Distributions on this Class [A] Certificate will be made as provided in the Agreement by the Trustee by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Class [A] Certificate or the making of any notation hereon, except that with respect to Class [A] Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Class [A] Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Class [A] Certificate at the office or agency maintained for that purpose by the Trustee in the Borough of Manhattan, The City of New York. Reference is hereby made to the further provisions of this Class [A] 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 Trustee, by manual signature, this Class [A] Certificate shall not entitle the Holder hereof to any benefit under the Agreement or be valid for any purpose. THIS TRUST CERTIFICATE 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 A-2 OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its individual capacity, has caused this Class [A] Certificate to be duly executed. Date: [__________] WORLD OMNI AUTO RECEIVABLES TRUST [----------]-[----------] By: [____________________], not in its individual capacity but solely as Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A] Certificates referred to in the within-mentioned Agreement. Date: [------------------------------] as Trustee By: __________________________________________ Authorized Signatory [REVERSE OF CLASS [A] CERTIFICATE] The Class [A] Certificates do not represent an obligation of, or an interest in, the Seller, the Servicer, the 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 Agreement. In addition, this Class [A] 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 Agreement. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Seller and at such other places, if any, designated by the Seller. A-3 The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the Certificateholders at any time by the Seller, the Servicer and the Trustee with the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance. Any such consent by the Holder of this Class [A] Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Class [A] 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 Class [A] Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Class [A] Certificate is registerable in the Certificate Register upon surrender of this Class [A] Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Class [A] 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 Agreement is [____________________]. Except as provided in the Agreement, the Class [A] Certificates are issuable only as registered certificates without coupons in a minimum denomination of $[__________]. As provided in the Agreement and subject to certain limitations therein set forth, Class [A] Certificates are exchangeable for new Class [A] Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Trustee, the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Class [A] Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the 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 Agreement and the disposition of all property held by the Trust. The Servicer of the Receivables may at its option purchase the Trust property at a price specified in the Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the 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 less than or equal to 10% of the Original Pool Balance. A-4 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 Class [A] Certificate, and all rights thereunder, hereby irrevocably constituting and appointing to - ------------------------------ transfer said Class [A] 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 Class [A] 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. A-5 EXHIBIT B FORM OF CLASS [B] CERTIFICATE THIS CLASS [B] CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF THIS CLASS [B] CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE AGREEMENT UNDER WHICH THIS CLASS [B] CERTIFICATE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST), INCLUDING RECEIPT BY THE TRUSTEE OF AN INVESTMENT LETTER IN WHICH THE TRANSFEREE SHALL MAKE CERTAIN REPRESENTATIONS. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN") OR ANY PERSON INVESTING THE ASSETS OF A PLAN EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CLASS [B] CERTIFICATE WILL BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS [B] CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. NUMBER $ R- CUSIP NO. WORLD OMNI AUTO RECEIVABLES TRUST [_________]-[________] [_____]% ASSET BACKED CERTIFICATE, CLASS [B] evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of retail installment sale contracts (as defined herein) secured by new and used automobiles and light duty trucks. (This Class [B] Certificate does not represent an interest in or obligation of World Omni Financial Corp. or any of its affiliates, except to the extent described below.) B-1 THIS CERTIFIES THAT [______________________________] is the registered owner of [______________________________] DOLLARS nonassessable, fully-paid, fractional undivided interest in World Omni Auto Receivables Trust [______]-[______] (the "Trust") formed pursuant to a Pooling and Servicing Agreement (the "Agreement") dated as of [__________], among World Omni Financial Corp., a Florida corporation, as seller (the "Seller"), World Omni Financial Corp., a Florida corporation, as servicer (the "Servicer") and [___________________], a banking association, as trustee (the "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 Agreement. This Certificate is one of a duly authorized series of Certificates, designated as the [_____]% Asset Backed Certificates, Class [B] (herein called the "Class [B] Certificates") all, issued under the Agreement, to which Agreement reference is hereby made for a statement of the respective rights and obligations thereunder of the Seller, the Servicer, the Trustee and Holders of the Certificates. The Class [B] Certificates are subject to all terms of the Agreement. The property of the Trust includes a pool of retail installment sale contracts for new and used automobiles and light duty trucks (the "Receivables"), all monies or received on or after the related Cutoff Date security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and all proceeds of the foregoing. Under the Agreement, there will be distributed on the [_____] day of each month or, if such day is not a Business Day, the next Business Day (each, a "Distribution Date"), commencing on [__________], to the Person in whose name this Class [B] Certificate is registered at the close of business on the first day of the month in which such Distribution Date occurs (the "Record Date"), such Certificateholder's fractional undivided interest in the amount to be distributed to Class [B] Certificateholders on such Distribution Date. It is the intent of the Seller, the Servicer, the Trustee and the Certificateholders that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be treated as a grantor trust and the Certificates will be treated as interests in a grantor trust. The Seller, the Servicer, the Trustee and the Certificateholders, by acceptance of a Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Certificates for such tax purposes as interests in a grantor trust. Distributions on this Class [B] Certificate will be made as provided in the Agreement by the Trustee by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Class [B] Certificate or the making of any notation hereon, except that with respect to Class [B] Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Class [B] Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Class [B] Certificate at the office or agency maintained for that purpose by the Trustee in the Borough of Manhattan, The City of New York. B-2 Reference is hereby made to the further provisions of this Class [B] 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 Trustee, by manual signature, this Class [B] Certificate shall not entitle the Holder hereof to any benefit under the Agreement or be valid for any purpose. THIS CLASS [B] CERTIFICATE 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 SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its individual capacity, has caused this Class [B] Certificate to be duly executed. Date: [__________] WORLD OMNI AUTO RECEIVABLES TRUST [_________]-[_____] By: [____________________], not in its individual capacity but solely as Trustee By: __________________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [B] Certificates referred to in the within-mentioned Agreement. Date: [------------------------------] as Trustee By: _______________________________________ Authorized Signatory B-3 [REVERSE OF CLASS [B] CERTIFICATE] The Class [B] Certificates do not represent an obligation of, or an interest in, the Seller, the Servicer, the 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 Agreement. In addition, this Class [B] 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 Agreement. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Seller and at such other places, if any, designated by the Seller. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Seller, the Servicer and the Trustee with the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance. Any such consent by the Holder of this Class [B] Certificate shall be conclusive and binding on such Holder and on all future Holders of this Class [B] Certificate and of any Class [B] 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 Class [B] Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of this Class [B] Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event that the Holder hereof desires to make such a transfer, the Holder and such Holder's transferee will be required to comply with certain procedures set forth in the Agreement, including the delivery of certain certificates and investment letters. The Holder hereof, by acceptance of this Certificate, does hereby agree to indemnify the Trustee, the Seller, the Servicer and the Certificate Registrar against any liability that may result if any such transfer is not so exempt or is not made in accordance with federal and state laws. In connection with any such transfer, the Trustee will also require (i) a representation letter, in the form described in the Agreement, stating that the transferee is not a Plan and is not acting on behalf of a Plan or using the assets of a Plan to effect such purchase or (ii) if such transferee is a Plan, an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Depository with respect to certain matters described in the Agreement. Except as provided in the Agreement, the Class [B] Certificates are issuable only as registered certificates without coupons in a minimum denominations of $[__________]. As provided in the Agreement and subject to certain limitations therein set forth, Class [B] Certificates are exchangeable for new Class [B] Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. B-4 The Trustee, the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Class [B] Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the 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 Agreement and the disposition of all property by the Trust. The Servicer of the Receivables may at its option purchase the Trust property at a price specified in the Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Class [B] 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 less than or equal to 10% of the Original Pool Balance. 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 Class [B] Certificate, and all rights thereunder, hereby irrevocably constituting and appointing - ------------------------------------- to transfer said Class [B] 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 Class [B] 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. B-5 EXHIBIT C [FORM OF DEPOSITORY AGREEMENT] C-1 EXHIBIT D FORM OF SERVICER'S CERTIFICATE WORLD OMNI AUTO RECEIVABLES TRUST [________]-[____________] % Asset Backed Certificates, Class [A] % Asset Backed Certificates, Class [B] Distribution Date: Collection Period: Under the Pooling and Servicing Agreement dated as [__________] of by and among World Omni Financial Corp., a Florida corporation, as Seller, World Omni Financial Corp., a Florida corporation, as Servicer, and [______________________________], as Trustee, the Servicer is required to prepare certain information each month regarding current distributions to Certificateholders and the performance of the Trust during the previous month. The information that is required to be prepared with respect to the Distribution Date and Collection Period listed above is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Class [A] Certificate or Class [B] Certificate, as appropriate, and certain other information is presented based upon the aggregate amounts for the Trust as a whole. A. Information Regarding the Current Monthly Distribution. ------------------------------------------------------ 1. Class [A] Certificates. ---------------------- (a) The aggregate amount of the distribution to Class [A] Certificateholders..............................$ (b) The amount of the distribution set forth in paragraph A.1.(a) above in respect of interest...............$ (c) The amount of the distribution set forth in paragraph A.1.(a) above in respect of principal..............$ (d) The amount of the distribution set forth in paragraph A.1.(a) above per $1,000 interest..................$ (e) The amount of the distribution set forth in paragraph A.1.(b) above per $1,000 interest..................$ (f) The amount of the distribution set forth in paragraph A.1.(c) above per $1,000 interest..................$ D-1 2. Class [B] Certificates. ---------------------- (a) The aggregate amount of the distribution to Class [B] Certificateholders..............................$ (b) The amount of the distribution set forth in paragraph A.2(a) above in respect of interest................$ (c) The amount of the distribution set forth in paragraph A.2(a) above in respect of principal...............$ (d) The amount of the distribution set forth in paragraph A.2(a) above per $1,000 interest...................$ (e) The amount of the distribution set forth in paragraph A.2(b) above per $1,000 interest...................$ (f) The amount of the distribution set forth in paragraph A.2(c) above per $1,000 interest...................$ B. Information Regarding the Performance of the Trust. -------------------------------------------------- 1. Pool Balance and Certificate Balances. ------------------------------------- (a) The Pool Balance close of business on the last day of the preceding Collection Period.......................$ (b) The Class [A] Certificate Balance as of the close of business on the last day of the preceding Collection Period, after giving effect to payments allocated to principal set forth in Paragraph A.1(c) above................$ (c) The Class [B] Certificate Balance as of the close of business of the last day of the preceding Collection Period, after giving effect to payments allocated to principal set forth in paragraph A.2(c) above................$ (d) The Pool Factor as of the close of business on the last day of the preceding Collection Period..............$ 2. Servicing Fee and Advances. -------------------------- (a) The aggregate amount of the Servicing Fee paid to the Servicer with respect to the preceding Collection Period...........................$ (b) The amount of such Servicing Fee per $1,000 interest..............................................$ D-2 (d) The amount of any unpaid Servicing Fee.......................$ (e) The change in the amount of any unpaid Servicing Fee from the previous Distribution Date......................$ (f) Aggregate Advances on such Distribution Date............................................$ 3. Payment Shortfalls. ------------------ (a) The amount of the Class [A] Interest Carryover Shortfall after giving effect to the payments set forth in paragraph A.1(b) above..........................$ (b) The amount of the Class [A] Principal Carryover Shortfall after giving effect to the payment set forth in paragraph A.1(c) above..........................$ (c) The amount of the Class [B] Interest Carryover Shortfall after giving effect to the payments set forth in paragraph A.2(b) above..........................$ (d) The amount of the Class [B] Principal Carryover Shortfall after giving effect to the payments set forth in paragraph A.2(c) above..........................$ (e) The amount otherwise distributable to Class [B] Certificateholders that is distributed to Class [A] Certificateholders..............................$ 4. Reserve Account. --------------- (a) The Reserve Account balance after giving effect to distributions made on such Distribution Date.......................................$ (b) The change in the Reserve Account on such Distribution Date....................................$ D-3 EXHIBIT E [FORM OF ACCOUNTANTS' LETTER] E-1 EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] [Seller] [Seller Address] [Trustee] [Trustee Address] Re: World Omni Auto Receivables Trust [______]-[________] Asset Backed Certificates, Class [B] Ladies and Gentlemen: In connection with our disposition of the above-referenced [_____]% Asset Certificates, Class [B] (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 F-1 EXHIBIT G FORM OF INVESTMENT LETTER [DATE] [Seller] [Seller Address] [Trustee] [Trustee Address] Re: World Omni Auto Receivables Trust [ ]-[ ] -- -- Asset Backed Certificates, Class [B] Ladies and Gentlemen: In connection with our acquisition of the above-referenced Asset Backed Certificates, Class [B] (the "Certificates") we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the seller concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are not an employee benefit plan or trust account that is subject to the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such Plan or using the assets of any such Plan to acquire Class [B] Certificates, (e) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (g) below), (f) 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, or taken any other action that would result in a violation of Section 5 of the Act or any state securities laws and (g) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act and in compliance with any relevant state securities laws or is exempt from such registration requirements and, if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Note has executed and delivered to you a certificate to substantially the same effect as this certificate and (3) the purchaser or transferee has otherwise complied with any G-1 conditions for transfer set forth in the Pooling and Servicing Agreement dated as of , among World Omni Financial Corp. and . Very truly yours, [NAME OF TRANSFEREE] By: ___________________________________________ Authorized Officer G-2 EXHIBIT H FORM OF RULE 144A LETTER [DATE] [Seller] [Seller Address] [Trustee] [Trustee Address] Re: World Omni Auto Receivables Trust [ ]-[ ] -- -- Asset Backed Certificates, Class [B] Ladies and Gentlemen: In connection with our acquisition of the above-referenced ____ % Asset-Backed Certificates, Class [B] (the "Certificates") we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the seller concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are not an employee benefit plan, trust or account that is subject to the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such Plan or using the assets of any such Plan to acquire Class [B] Certificates, (e) we have not, nor has anyone acting on our behalf, offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Certificates under the Act or that would render the disposition of the Certificates a violation of Section 5 of the Act or any state securities laws or require registration pursuant thereto, and we will not act, or authorize any person to act, in such manner with respect to the Certificates, and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Act. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to H-1 whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (ii) pursuant to another exemption from registration under the Act. Very truly yours, [NAME OF TRANSFEREE] By: ______________________________________ Authorized Officer H-2 EXHIBIT J SUBSEQUENT TRANSFER ASSIGNMENT NO.__ For value received, in accordance with and subject to the Pooling and Servicing Agreement dated as of , [_______] (the "Agreement"), among World Omni Financial Corp., a Florida corporation (the "Seller"), World Omni Financial Corp., a Florida corporation (the "Servicer"), and __________________, a ________________ (the "Trustee"), the Seller does hereby sell, assign, transfer and otherwise convey unto the Trustee, for the benefit of the Certificateholders, without recourse (except as expressly provided in the Agreement), all right, title and interest of the Seller in and to (i) the Subsequent Receivables, having an aggregate Principal Balance equal to $ , set forth on Schedule A hereto (which shall supplement Schedule A to the Agreement) and all monies received thereon on and after the Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by the Obligors pursuant to such Subsequent Receivable and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (iv) any proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (v) any Financed Vehicle that shall have secured any such Subsequent Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; and (vi) the proceeds of any and all of the foregoing. The foregoing sale does not constitute and is not intended to result in any assumption by the Trust of any obligation of the Seller to the Obligors, insurers or any other person in connection with the Standard Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them. This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Seller contained in the Agreement (including the Officers' Certificate of the Seller accompanying this Assignment, in the form of Annex A hereto) and is to be governed in all respects by the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of --------------, [---------]. World Omni Financial Corp. By: __________________________________ Name: J-1 SCHEDULE A TO Subsequent Transfer Assignment Schedule of Subsequent Receivables ANNEX A TO Subsequent Transfer Assignment World Omni Financial Corp. OFFICERS' CERTIFICATE The undersigned, _______________ and ________________, the duly qualified and elected __________________ and ____________________ of World Omni Financial Corp. (the "Seller"), in connection with the conveyance of Subsequent Receivables to World Omni Auto Receivables Trust [_________]-[_________] (the "Trust") pursuant to Section 3.02(b) of the Pooling and Servicing Agreement dated as of , ________________, (the "Agreement"), among the Seller, _________________, as trustee, and World Omni Financial Corp., a Florida corporation, as servicer, and Subsequent Transfer Assignment No. dated as of the date hereof from the Seller, hereby certify that: (a)_________% of the Principal Balances of the Receivables in the Trust on the date hereof (including the Subsequent Receivables conveyed to the Trust on the date hereof) represent vehicles financed at World Omni's used vehicle rate. (b)______The weighted average APR of the Receivables in the Trust on the date hereof (including the Subsequent Receivables conveyed to the Trust on the date hereof) is ____%. (c)______The weighted average remaining term of the Subsequent Receivables in the Trust on the date hereof (including the Subsequent Receivables conveyed to the Trust on the date hereof) is _____ months. (d)______All other conditions precedent set forth in Section 3.02(b)(1) of the Agreement relating to the conveyance of Subsequent Receivables to the Trust have been satisfied. All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement. IN WITNESS WHEREOF, I have hereunto set my hand as of this ____ day of ________, _____. By: _______________________________________ Name: Title: EXHIBIT K ELIGIBLE INVESTMENT TRANSFER ASSIGNMENT NO.__ For value received, in accordance with and subject to the Pooling and Servicing Agreement dated as of , __________, ______ (the "Agreement"), among World Omni Financial Corp., a Florida corporation (the "Seller"), World Omni Financial Corp., a Florida corporation (the "Servicer"), and ____________________, as trustee, the Seller does hereby sell, assign, transfer and otherwise convey unto the Issuer, without recourse (except as expressly provided in the Agreement), all right, title and interest of the Seller in and to (i) the Eligible Investment Receivables, having an aggregate Principal Balance equal to $________, set forth on Schedule A hereto (which shall supplement Schedule C to the Agreement) and all monies received thereon on and after the Subsequent Cutoff Date, in the case of Simple Interest Receivables; (ii) the security interests in the Financed Vehicles granted by the Obligors pursuant to such Eligible Investment Receivables and any other interest of the Seller in such Financed Vehicles, (iii) any proceeds with respect to such Eligible Investment Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (iv) any proceeds with respect to such Eligible Investment Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely, (v) any Financed Vehicle that shall have secured any such Eligible Investment Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer or the Trust, and (vi) the proceeds of any and all of the foregoing. The foregoing sale does not constitute and is not intended to result in any assumption by the Trust of any obligation of the Seller to the Obligors, insurers or any other person in connection with the Eligible Investment Standard Receivables, Receivable File, any insurance policies or any agreement or instrument relating to any of them. This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Seller contained in the Agreement (including the Officers' Certificate of the Seller accompanying this Assignment, in the form of Annex A hereto) and is to be governed in all respects by the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of ----------, -------. World Omni Financial Corp. By: ________________________________________ K-1 SCHEDULE A TO Eligible Investment Transfer Assignment Schedule of Eligible Investment Receivables ANNEX A TO Eligible Investment Transfer Assignment World Omni Financial Corp. OFFICER'S CERTIFICATE The undersigned _____________________ and _____________________, the duly qualified and elected and _____________________ and ____________________ of World Omni Financial Corp. (the "Seller"), in connection with the conveyance of Eligible Investment Receivables to World Omni Auto Receivables Trust [_______]-[________] (the "Trust") pursuant to Section 12.03 of the Pooling and Servicing Agreement dated as of _____________, _________ (the "Agreement"), among the Seller, as trustee, and World Omni Financial Corp., as servicer, and Eligible Investment Transfer Assignment No. __, dated as of the date hereof from the Seller, hereby certify that: (a)___________ % of the Principal Balances of the Eligible Investment Receivables in the Reserve Account on the date hereof (including the Eligible Investment Receivables conveyed to the Reserve Account on the date hereof) represent vehicles financed at World Omni's used vehicle rate. (b)______All other conditions precedent set forth in Section 12.03 of the Agreement relating to the conveyance of Eligible Investment Receivables to the Reserve Account have been satisfied. All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement. IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of __________, _________. By: ______________________________________________ Name: Title: