Common use of Annual Transfer Clause in Contracts

Annual Transfer. The State of Florida imposes a value-based intangibles tax on January 1 of each year on certain intangibles owned, managed or controlled by Florida domiciliaries or intangibles having a business situs in Florida. On the last business day of each year, in an effort to minimize the impact of this intangibles tax, the Seller may transfer 99% of its right, title and interest in, to and under the Certificates owned by it as of such day, together with all of its duties, rights and obligations under this Agreement and the Administration Agreement to a special-purpose entity that is a wholly-owned subsidiary of World Omni (the “Transferee”), located and managed outside the State of Florida (such transfer, the “Annual Transfer”). In connection with such Annual Transfer, World Omni shall transfer all of its rights, obligations and duties under this Agreement and the Administration Agreement to the Transferee. The Trust will continue to maintain its first priority perfected security interest in the Receivables. Only 99% of the Seller’s interest in the Receivables evidenced by the Certificates and its duties, rights and obligations under this Agreement and the Administration Agreement, together with World Omni’s management and control authority and obligations, will be transferred to the Transferee, to be held in escrow and returned to the Seller and World Omni, respectively, on the first business day of the following year. World Omni shall indemnify the Trust with respect to any liability for this intangibles tax. World Omni will not conduct any servicing activities during the period of the Annual Transfer.

Annual Transfer. The State of Florida imposes a value-based intangibles tax on January 1 of each year on certain intangibles owned, managed or controlled by Florida domiciliaries or intangibles having a business situs in Florida. On the last business day of each year, in an effort to minimize the impact of this intangibles tax, the Seller Depositor may transfer 99% of its right, title and interest in, to and under the Certificates owned by it as of such day, together with all of its duties, rights and obligations under this Agreement and the Administration Agreement to a special-purpose entity that is a wholly-owned subsidiary of World Omni (the “Transferee”), located and managed outside the State of Florida (such transfer, the “Annual Transfer”). In connection with such Annual Transfer, World Omni shall transfer all of its rights, obligations and duties under this Agreement and the Administration Agreement to the Transferee. The Trust will continue to maintain its first priority perfected security interest in the Receivables. Only 99% of the SellerDepositor’s interest in the Receivables evidenced by the Certificates and its duties, rights and obligations under this Agreement and the Administration Agreement, together with World Omni’s management and control authority and obligations, will be transferred to the Transferee, to be held in escrow and returned to the Seller Depositor and World Omni, respectively, on the first business day of the following year. World Omni shall indemnify the Trust with respect to any liability for this intangibles tax. World Omni will not conduct any servicing activities during the period of the Annual Transfer.

Annual Transfer. The State of Florida imposes a value-based intangibles tax on January 1 of each year on certain intangibles owned, managed or controlled by Florida domiciliaries or intangibles having a business situs in Florida. On the last business day of each year, in an effort to minimize the impact of this intangibles tax, the Seller may transfer 99% of its right, title and interest in, to and under the Certificates owned by it as of such day, together with all of its duties, rights and obligations under this Agreement and the Administration Agreement to a special-purpose entity that is a wholly-owned subsidiary of World Omni (the “"Transferee”"), located and managed outside the State of Florida (such transfer, the “"Annual Transfer”"). In connection with such Annual Transfer, World Omni shall will transfer all of its rights, obligations and duties under this Agreement and the Administration Agreement to the Transferee. The Trust will continue to maintain its first priority perfected security interest in the Receivables. Only 99% of the Seller’s 's interest in the Receivables evidenced by the Certificates and its duties, rights and obligations under this Agreement and the Administration Agreement, together with World Omni’s 's management and control authority and obligations, will be transferred to the Transferee, to be held in escrow and returned to the Seller and World Omni, respectively, on the first business day of the following year. World Omni shall indemnify the Trust with respect to any liability for this intangibles tax. World Omni will not conduct any servicing activities during the period of the Annual Transfer.

Annual Transfer. The State of Florida imposes a value-value- --------------- based intangibles tax on January 1 of each year on certain intangibles owned, managed or controlled by Florida domiciliaries or intangibles having a business situs in Florida. On the last business day of each year, in an effort to minimize the impact of this intangibles tax, the Seller may will transfer 99% of its right, title and interest in, to and under the Certificates owned by it as of such day, together with all of its duties, rights and obligations under this Agreement and the Administration Agreement to a special-purpose entity that is a wholly-owned subsidiary of World Omni (the “"Transferee”"), located and managed outside the State of Florida (such transfer, the “"Annual Transfer”"). In connection with such --------------- Annual Transfer, World Omni shall will transfer all of its rights, obligations and duties under this Agreement and the Administration Agreement to the Transferee. The Trust will continue to maintain its first priority perfected security interest in the Receivablesreceivables. Only 99% of the Seller’s 's interest in the Receivables receivables evidenced by the Certificates and its duties, rights and obligations under this Agreement and the Administration Agreement, together with World Omni’s 's management and control authority and obligations, will be transferred to the Transferee, to be held in escrow and returned to the Seller and World Omni, respectively, on the first business day of the following year. World Omni shall indemnify the Trust with respect to any liability for this intangibles tax. World Omni will not conduct any servicing activities during the period of the Annual Transfer.

Annual Transfer. The State of Florida imposes a value-based intangibles tax on January 1 of each year on certain intangibles owned, managed or controlled by Florida domiciliaries or intangibles having a business situs in Florida. On the last business day of each year, in an effort to minimize the impact of this intangibles tax, the Seller may transfer 99% of its right, title and interest in, to and under the Certificates owned by it as of such day, together with all of its duties, rights and obligations under this Agreement and the Administration Agreement to a special-purpose entity that is a wholly-owned subsidiary of World Omni (the “"Transferee”"), located and managed outside the State of Florida (such transfer, the “"Annual Transfer”"). In connection with such Annual Transfer, World Omni shall transfer all of its rights, obligations and duties under this Agreement and the Administration Agreement to the Transferee. The Trust will continue to maintain its first priority perfected security interest in the Receivables. Only 99% of the Seller’s 's interest in the Receivables evidenced by the Certificates and its duties, rights and obligations under this Agreement and the Administration Agreement, together with World Omni’s 's management and control authority and obligations, will be transferred to the Transferee, to be held in escrow and returned to the Seller and World Omni, respectively, on the first business day of the following year. World Omni shall indemnify the Trust with respect to any liability for this intangibles tax. World Omni will not conduct any servicing activities during the period of the Annual Transfer.