Common use of Conveyance of Subsequent Receivables Clause in Contracts

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the respective Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the respective Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceed from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vih) the proceeds of any all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below5 hereof, in consideration of the Issuing Entity’s delivery on payment of the related Subsequent Transfer Date, if any, Receivables Purchase Price to or upon the written order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleTransferor, the Depositor Transferor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, in trust for the benefit of the Noteholders and the Note Insurer, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”)recourse, all right, title and interest of the Depositor in, to Transferor in and underto: (i1) the Subsequent Receivables identified listed in the Subsequent Transfer SSA Assignment (Schedule A hereto, all of which are identified in World Omni’s computer files by a code indicating monies received on such Subsequent Receivables after the Subsequent Cutoff Date and, with respect to any Subsequent Receivables which are owned by Precomputed Receivables, the Trust and pledged to the Indenture Trustee) related Payahead Amount, and all monies Liquidation Proceeds and Recoveries received thereon and in with respect thereof after the related to such Subsequent Cutoff DateReceivables; (ii2) the security interests in, and the liens on, in the Financed Vehicles granted by the related Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii3) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv4) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Subsequent Receivable and shall have that has been acquired by or on behalf of the Depositor, Trust pursuant to the Servicer or the Trustliquidation of such Subsequent Receivable; (v5) this Agreement and the Purchase Agreement, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or a related Financed Vehicle or his or her obligations with respect to a related Financed Vehicle and any recourse to Dealers for any of the foregoing; (7) the Legal Files and the Receivable Files related to each Subsequent Receivable and any and all “accounts,” “chattel paper,” “general intangibles” other documents that LBAC keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the related Obligors or the related Financed Vehicles; (8) all amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Subsequent Receivables, with respect to the sale of the Subsequent Receivables; and (vi10) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes foregoing. The Transferor represents and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files warrants that the Subsequent Receivables conveyed on such date have been sold to and other Transferred Property are being transferred with the Issuing Entity pursuant to this Agreement and intention of removing them from the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity Transferor's estate pursuant to Section 2.03(a) before the termination 541 of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less Bankruptcy Code, as the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal same may be amended from time to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementtime.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale$ , the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies received thereon and in respect thereof moneys due thereon, on or after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (ivd) any Financed Vehicle that shall have secured a proceeds with respect to the Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, Receivables from recourse to Dealers in respect to which the Servicer or the Trusthas determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (ve) all “accounts,” “chattel paper,” “general intangibles” the related Receivables Files; (f) its rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting Subsequent Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of TMS Auto Finance under the Subsequent Purchase Agreement, on or relating to after the foregoingSubsequent Cutoff Date; and (vig) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Purchase Agreement, including the right of the Seller to cause CNHICA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than months, and (C) not more than % of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed % of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHICA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants addressing certain matters with respect to the Subsequent Receivables as requested by the Servicer and in a form approved by the Servicer; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $ subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing Entity’s Issuer's delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.9(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged listed on Schedule A to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateTransfer Agreement; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers pursuant to Dealer Agreements; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under each of the Uniform Commercial Code as from time to time in effect) constituting Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under each of the Subsequent Purchase Agreements, on or relating to after the foregoingrelated Subsequent Cutoff Date; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (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 provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) 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, (B) 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, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto 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) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; and (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Trust pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Trust in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Collateral; (viix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the Receivables in the Trust (after giving effect to the conveyance addition of the any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Dateor the Noteholders; (xii) the Seller shall meet the following criteria: have delivered (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date.Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(i)(1); (cxiii) If there is a Funding Period, the Depositor covenants to transfer Standard & Poor's shall have confirmed in writing to the Issuing Entity pursuant to Section 2.03(a) before Trust Collateral Agent that the termination rating on the Notes shall not be withdrawn or reduced as a result of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the related foregoing conditions precedent are not satisfied with respect to any Subsequent Cutoff Date Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Trust, at a price equal to approximately the result of Purchase Amount thereof, in the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementmanner specified in Section 4.7.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) a. the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (ii) b. the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) c. any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; d. any proceeds from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; e. all rights under any Service Contracts on the related Financed Vehicles; f. the related Receivables Files; g. all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) any Financed Vehicle that shall have secured a Subsequent Receivable Instruments and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vi) the proceeds of any h. all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b2.2(b) belowhereof and in the related Transfer Agreement, in consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Transferor of the amount purchase price for the Subsequent Receivables, in each case as described in Section 5.01(d) to be delivered to the Depositor below and the increase set forth in the value of the Certificates as a result of such salerelated Transfer Agreement, the Depositor does hereby agree to Transferor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”)recourse, all right, title and interest of the Depositor Transferor in, to and under: (i) the Subsequent Receivables identified listed in Schedule A to the Subsequent related Transfer SSA Assignment (Agreement, all of which are identified in World Omni’s computer files by a code indicating monies received on such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateDate and, with respect to any such Subsequent Receivables which are Precomputed Receivables, the related Payahead Amount, and all Liquidation Proceeds and Recoveries received with respect to such Subsequent Receivables; (ii) the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Subsequent Receivable and shall have that has been acquired by or on behalf of the Depositor, Transferor pursuant to the Servicer or the Trustliquidation of such Subsequent Receivable; (v) each Transfer Agreement and the Purchase Agreement, including a direct right to cause LBAC to purchase Subsequent Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of the related Transfer Agreement, or the failure of LBAC to timely comply with its obligations pursuant to Section 5.05 of the Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or the related Financed Vehicle or his or her obligations with respect to a related Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Legal Files and the Receivable Files related to each such Subsequent Receivable and any and all “accounts,” “chattel paper,” “general intangibles” other documents that LBAC keeps on file in accordance with its customary procedures relating to such Subsequent Receivables, the related Obligors or the related Financed Vehicles; (viii) all amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to such Subsequent Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including any Dealer Title Guaranties with respect to such Subsequent Receivables, with respect to the sale of such Subsequent Receivables; and (vix) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that foregoing. The purchase price to be paid by the foregoing items (i) through (vi) Issuer on each Subsequent Transfer Date for the Subsequent Receivables so sold shall not include be set forth in the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (related Transfer Agreement and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale paid from monies released from the Pre-Funding Account pursuant to Section 5.13(b). Such purchase price shall equal the aggregate Principal Balance of such Subsequent Receivables, if any, and the other property Receivables as of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawCutoff Date. (b) If there is a Funding Period, the Depositor The Transferor shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.2 (a) above only upon the prior written consent of the Note Insurer acting in its sole and absolute discretion and the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period Transferor shall have provided the Indenture Trustee, the Trust Collateral Agent, the Note Insurer, the Demand Note Provider and each Rating Agency with an Addition Notice not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant later than five Business Days prior to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with and shall also have provided the same effect as if then madeIndenture Trustee, the Trust Collateral Agent and the Depositor shall have performed all obligations Note Insurer with an electronic transmission of the information on the related Subsequent Receivables set forth in such Addition Notice in a format acceptable to be performed by it hereunder on or each of the Indenture Trustee, the Trust Collateral Agent and the Note Insurer no later than such fifth Business Day prior to such the related Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a [During the [Funding Period][Revolving Period], subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of [the amount described in Section 5.01(d) 5.01(d)][an amount equal to the aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date on deposit in the Accumulation Account pursuant to Sections 5.06(ii)[[(E)][(G)]] and [(I)], to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.023.02(b)), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a During the [Funding Period][Revolving Period], the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the [Funding Period Period][Revolving Period] shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 3.01(a) and (b) with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) [the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d);] (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) [the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%___]%, (B) not less than [RESERVED]% ___]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED___] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED___] months, (E) not less than [RESERVED]% ___]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED___] and (G) such other criteria as may be required by the Rating Agencies;] (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); [and] (ix) [the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date]. (c) If there is a [During the Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance [less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables Receivables] as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase AgreementAgreement.]/[During the Revolving Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a), on each Payment Date during the Revolving Period, Subsequent Receivables with an aggregate Starting Principal Balance [less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables] as of the related Subsequent Cutoff Date approximately equal to (but not greater than) the amount of funds deposited on such Payment Date in the Accumulation Account pursuant to Section 5.06.]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject [Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing EntityIssuer’s delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.11(b) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02subject to the Seller’s obligations set forth herein), pursuant to an assignment in substantially and the form of Exhibit D (a “Subsequent Transfer SSA Assignment”)Issuer hereby purchases, all right, title and interest of the Depositor inSeller in and to the following property, to and underwhether now owned or existing or hereinafter acquired: (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Agreement and all monies moneys received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or and disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured proceeds received from a Subsequent Receivable and shall have been acquired by Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the related Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (i) through (vii) above; and (viix) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (i) through (viviii) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawabove. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above Subsequent Other Conveyed Property 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 provided the Trust Collateral Agent, the Owner Trustee and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Trust Collateral Agent and the Owner Trustee a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections in respect of the related Subsequent Receivables; (iv) as of the related Subsequent Transfer Date, (A) neither GM Financial nor the Seller shall be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither GM Financial nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of GM Financial or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (iivi) the Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date shall meet the eligibility criteria set forth in clauses [(A) through (M) of paragraph number 20] of Schedule B-1 to the Purchase Agreement; (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer DateDate and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Sale and Servicing Agreement Collateral; (viix) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables in shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) GM Financial and the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(i) as well as bring-down letters relating to the following opinions delivered at the Closing Date: (A) corporate and security interest opinion of , (B) true sale and non-consolidation opinion of , (C) in-house opinion of GM Financial and (D) UCC and security interest opinion relating to the Indenture of ; [and] (xiii) [on the Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Rating Agencies and the Opinions of Counsel with respect to the transfer of all Subsequent Receivables that have been transferred to the Trust (after giving effect A) since the Closing Date (with respect to the conveyance Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law;] (xiv) [on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause [(xiii)] above, GM Financial and the Seller will provide to the addressees of the security interest and true sale opinions of dated as of the Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Receivables to the Trust being transferred on such Subsequent Transfer Date) shall meet the following criteria: ; and] (Axv) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor Seller shall have delivered to the Indenture Trustee and the Owner Trustee Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of the conditions each condition precedent specified in this Section 2.03(bparagraph (b); and (ix) . The Seller covenants that in the Depositor shall have delivered to event any of the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel foregoing conditions precedent are not satisfied with respect to any Subsequent Receivable on the transfer of date required as specified above, the Seller will immediately repurchase such Subsequent Receivables substantially Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Datemanner specified in [Section 4.7. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.]]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b2.2(b) belowhereof and in the related Transfer Agreement, in consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Transferor of the amount purchase price for the Subsequent Receivables, in each case as described in Section 5.01(d) to be delivered to the Depositor below and the increase set forth in the value of the Certificates as a result of such salerelated Transfer Agreement, the Depositor does hereby agree to Transferor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”)recourse, all right, title and interest of the Depositor Transferor in, to and under: (i) the Subsequent Receivables identified listed in Schedule A to the Subsequent related Transfer SSA Assignment (Agreement, all of which are identified in World Omni’s computer files by a code indicating monies received on such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateDate and, with respect to any such Subsequent Receivables which are Precomputed Receivables, the related Payahead Amount, and all Liquidation Proceeds and Recoveries received with respect to such Subsequent Receivables; (ii) the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Subsequent Receivable and shall have that has been acquired by or on behalf of the Depositor, Transferor pursuant to the Servicer or the Trustliquidation of such Subsequent Receivable; (v) each Transfer Agreement and the Purchase Agreement, including a direct right to cause LBAC to purchase Subsequent Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of the related Transfer Agreement, or the failure of LBAC to timely comply with its obligations pursuant to Section 5.05 of the Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or the related Financed Vehicle or his or her obligations with respect to a related Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Legal Files and the Receivable Files related to each such Subsequent Receivable and any and all “accounts,” “chattel paper,” “general intangibles” other documents that LBAC keeps on file in accordance with its customary procedures relating to such Subsequent Receivables, the related Obligors or the related Financed Vehicles; (viii) all amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to such Subsequent Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including any Dealer Title Guaranties with respect to such Subsequent Receivables, with respect to the sale of such Subsequent Receivables; and (vix) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that foregoing. The purchase price to be paid by the foregoing items (i) through (vi) Issuer on each Subsequent Transfer Date for the Subsequent Receivables so sold shall not include be set forth in the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (related Transfer Agreement and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale paid from monies released from the Pre-Funding Account pursuant to Section 5.13(b). Such purchase price shall equal the aggregate Principal Balance of such Subsequent Receivables, if any, and the other property Receivables as of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawCutoff Date. (b) If there is a Funding Period, the Depositor The Transferor shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.2 (a) above only upon the prior written consent of the Note Insurer acting in its sole and absolute discretion and the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period Transferor shall have provided the Indenture Trustee, the Trust Collateral Agent, the Note Insurer, the Class C Certificateholder and each Rating Agency with an Addition Notice not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant later than five Business Days prior to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with and shall also have provided the same effect as if then madeIndenture Trustee, the Trust Collateral Agent and the Depositor shall have performed all obligations Note Insurer with an electronic transmission of the information on the related Subsequent Receivables set forth in such Addition Notice in a format acceptable to be performed by it hereunder on or each of the Indenture Trustee, the Trust Collateral Agent and the Note Insurer no later than such fifth Business Day prior to such the related Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 55 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $0 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 60 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $0 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityIssuer’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale$__________, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies received thereon and in respect thereof moneys due thereon, on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured proceeds from any Subsequent Receivables repurchased by a Subsequent Receivable and shall have been acquired by Dealer, pursuant to a Dealer Agreement, as a result of a breach of a representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; (vii) its rights and “promissory notes” (as benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Franklin Capital under such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingSubsequent Purchase Agreement; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale$____________, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon thereon, on and in respect thereof after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims claim and the right to receive proceeds on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (ivd) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers; (ve) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating any proceeds with respect to the foregoingSubsequent Receivables from recourse to Dealers in respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (f) the related Receivables Files; (g) its rights and benefits, but none of its obligations or burdens, under the Subsequent Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; and (vih) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleDepositor, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%6.95%, (B) not less than [RESERVED]% 85.00% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] 75 months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] 65.85 months, (E) not less than [RESERVED]% 93.00% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] 728 and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result amount of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) a. the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (ii) b. the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) c. any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; d. any proceeds from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; e. all rights under any Service Contracts on the related Financed Vehicles; f. the related Receivables Files; g. all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) any Financed Vehicle that shall have secured a Subsequent Receivable Instruments and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vi) the proceeds of any h. all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder[s] to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityIssuer’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale$_______________, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies received thereon and in respect thereof moneys due thereon, on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured proceeds from any Subsequent Receivables repurchased by a Subsequent Receivable and shall have been acquired by Dealer, pursuant to a Dealer Agreement, as a result of a breach of a representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; (vii) its rights and “promissory notes” (as benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Franklin Capital under such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingSubsequent Purchase Agreement; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable and shall have been acquired repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vih) the proceeds of any all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the respective Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the respective Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceed from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable and shall have been acquired repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vih) the proceeds of any all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below4.1(b), in consideration of the Issuing Entity’s Purchaser's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Originator of the amount described in related Subsequent Purchase Price pursuant to Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale2.5, the Depositor Originator does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and title, interest of the Depositor and, with respect to any Contracts that are Leases, obligations in, to and under: (i) the Subsequent Receivables identified in listed on Schedule A to the related First-Tier Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Originator in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) any proceeds with respect to such Subsequent Receivables from recourse to Dealers other than any interest in the Dealers' reserve accounts maintained with the Originator; (v) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustPurchaser; (vvi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time any True Lease Equipment that is subject to time in effect) constituting or relating to the foregoingany Purchased Contract; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete saleRecoveries), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing Entity’s Issuer's delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.9(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged listed on Schedule A to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateTransfer Agreement; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under each of the Uniform Commercial Code as from time to time in effect) constituting Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under each of the Subsequent Purchase Agreements, on or relating to after the foregoingrelated Subsequent Cutoff Date; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (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 provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) 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, (B) 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, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto 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) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) less than 10% of the Aggregate Principal Balance shall have an original term of 72 months or greater; and (v) Preferred Receivables shall account for greater than 25% of the Aggregate Principal Balance. (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Trust pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Trust in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Collateral; (viix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the Receivables in the Trust (after giving effect to the conveyance addition of the any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Dateor the Noteholders; (xii) the Seller shall meet the following criteria: have delivered (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date.Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (cxiii) If there is a Funding Period, the Depositor covenants to transfer Standard & Poor's shall have confirmed in writing to the Issuing Entity pursuant to Section 2.03(a) before Trust Collateral Agent that the termination rating on the Notes shall not be withdrawn or reduced as a result of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the related foregoing conditions precedent are not satisfied with respect to any Subsequent Cutoff Date Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Trust, at a price equal to approximately the result of Purchase Amount thereof, in the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementmanner specified in Section 4.7.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than months, and (C) not more than % of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed % of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants addressing certain matters with respect to the Subsequent Receivables as requested by the Servicer and in a form approved by the Servicer; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $ subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject [Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing EntityIssuer’s delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.11(b) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02subject to the Seller’s obligations set forth herein), pursuant to an assignment in substantially and the form of Exhibit D (a “Subsequent Transfer SSA Assignment”)Issuer hereby purchases, all right, title and interest of the Depositor inSeller in and to the following property, to and underwhether now owned or existing or hereinafter acquired: (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Agreement and all monies moneys received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or and disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured proceeds received from a Subsequent Receivable and shall have been acquired by Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the related Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (i) through (vii) above; and (viix) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (i) through (viviii) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawabove. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above Subsequent Other Conveyed Property 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 provided the Trust Collateral Agent, the Owner Trustee and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Trust Collateral Agent and the Owner Trustee a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections in respect of the related Subsequent Receivables; (iv) as of the related Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller shall be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (iivi) the Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date shall meet the eligibility criteria set forth in clauses [(A) through (M) of paragraph number 20] of Schedule B-1 to the Purchase Agreement; (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer DateDate and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Sale and Servicing Agreement Collateral; (viix) the Receivables in the Trust (after giving effect no selection procedures adverse to the conveyance interests of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable Noteholders shall have a remaining term been utilized in excess of [RESERVED] months, (D) selecting the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesSubsequent Receivables; (viiixi) for federal income tax purposes, the Depositor addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) AmeriCredit and the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(i) as well as bring-down letters relating to the following opinions delivered at the Closing Date: (A) corporate and security interest opinion of , (B) true sale and non-consolidation opinion of , (C) in-house opinion of AmeriCredit and (D) UCC and security interest opinion relating to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); [and] (ixxiii) [on the Depositor Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Trust, the Indenture Trustee Rating Agencies and the Rating Agencies an Opinion Opinions of Counsel with respect to the transfer of such all Subsequent Receivables that have been transferred to the Trust (A) since the Closing Date (with respect to the Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinion Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date.Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law;] (cxiv) If there is a Funding Period[on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause [(xiii)] above, AmeriCredit and the Depositor covenants to transfer Seller will provide to the Issuing Entity pursuant to Section 2.03(a) before the termination addressees of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables security interest and true sale opinions of dated as of the related Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Cutoff Date Receivables being transferred on such Subsequent Transfer Date; and] (xv) the Seller shall have delivered to the Trust Collateral Agent an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Issuer, at a price equal to approximately the result of Purchase Amount thereof, in the Pre-Funding Account Initial Deposit divided by manner specified in [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase AgreementSection 4.7.]]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale$____________, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon thereon, on and in respect thereof after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims claim and the right to receive proceeds on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (ivd) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers and Third-Party Lenders; (ve) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating any proceeds with respect to the foregoingSubsequent Receivables from recourse to Dealers and Third-Party Lenders in respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (f) the related Receivables Files; (g) its rights and benefits, but none of its obligations or burdens, under the Subsequent Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; and (vih) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding PeriodSubject to paragraph (b) below and the terms and conditions of this Agreement, subject to satisfaction of the conditions set forth in Section 2.03(b) belowCompany hereby sells, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Datetransfers, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered assigns and otherwise conveys to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityTrust, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially but without limitation of its obligations under this Agreement): (1) all of the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, Company in and to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due or received thereon and thereunder or in respect thereof after the related Subsequent Cutoff Date; Date including amounts due on or before the Subsequent Cutoff Date but received by Triad, the Company or the Trust after the Subsequent Cutoff Date (iiincluding all Liquidation Proceeds and recoveries received with respect to such Subsequent Receivables); and (2) all of the right, title and interest of Triad and the Company in and to (i) the security interests in, of Triad and the liens on, Company in the related Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of Triad and the Depositor Company in the related Financed Vehicles; , including the certificates of title with respect to such Financed Vehicles, (ii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums relating to the Subsequent Receivables, (iii) any proceeds the rights of Triad and the Company against Dealers with respect to the Subsequent Receivables from claims on any physical damageunder the Dealer Agreements and the Dealer Assignments, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) the rights of Triad and the Company against Correspondents with respect to the Subsequent Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files and any and all other documents that Triad keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicle Vehicles, (vi) property (including the right to receive future Liquidation Proceeds) that shall have secured a secures any of the Subsequent Receivable Receivables and shall have that has been acquired by or on behalf of the Depositor, the Servicer Company or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating Trust pursuant to the foregoing; and (vi) the proceeds liquidation of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.Receivable,

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 55 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; and (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(b); and clause (ixb) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables (substantially in the form of the Opinion of Counsel delivered attached as Annex A to the Rating Agencies on the Closing DateSubsequent Transfer Assignment). (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $0 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the respective Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the respective Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceed from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (ve) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in rights under any Service Contracts on the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; andrelated Financed Vehicles; (vif) the related Receivables Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Subsequent Purchase Agreement, including the Seller’s rights under the Subsequent Purchase Agreement and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Seller under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items foregoing; (i) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (vih); and (j) all proceed and investments with respect to items (a) through (i). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a [During the [Funding Period][Revolving Period], subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of [the amount described in Section 5.01(d) 5.01(d)][an amount equal to the aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date on deposit in the Accumulation Account pursuant to Sections 5.06(ii)[[(E)][(G)]] and [(I)], to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.023.02(b)), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a During the [Funding Period][Revolving Period], the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the [Funding Period Period][Revolving Period] shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 3.01(a) and (b) with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) [the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d);] (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) [the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Contract Rate of the Receivables in the Trust shall not be less than [RESERVED]%[ ]%, (B) not less than [RESERVED]% [ ]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED[ ] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED[ ] months, (E) not less than [RESERVED]% [ ]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average [FICO score score][Vantage Score] of the Receivables in the Trust shall not be less than [RESERVED[ ] and (G) such other criteria as may be required by the Rating Agencies;] (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); [and] (ix) [the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date]. (c) If there is a [During the Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance [less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables Receivables] as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase AgreementAgreement.]/[During the Revolving Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a), on each Payment Date during the Revolving Period, Subsequent Receivables with an aggregate Starting Principal Balance [less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables] as of the related Subsequent Cutoff Date approximately equal to (but not greater than) the amount of funds deposited on such Payment Date in the Accumulation Account pursuant to Section 5.06.]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of $_________ the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon thereon, on and in respect thereof after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims claim and the right to receive proceeds on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (ivd) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers and Third-Party Lenders; (ve) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating any proceeds with respect to the foregoingSubsequent Receivables from recourse to Dealers and Third-Party Lenders in respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (f) the related Receivables Files; (g) its rights and benefits, but none of its obligations or burdens, under the Subsequent Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; and (vih) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) a. the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (ii) b. the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) c. any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; d. any proceeds from any [Initial] Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; e. all rights under any Service Contracts on the related Financed Vehicles; f. the related Receivables Files; g. all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) any Financed Vehicle that shall have secured a Subsequent Receivable Instruments and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vi) the proceeds of any h. all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleDepositor, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result amount of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers other than any interest in the Dealers’ reserve accounts maintained with CNHCA; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 55 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $346,632,032.01 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityIssuer’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor Seller of $___the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Sale and Servicing Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and the right to receive proceeds on any physical damage, credit life and disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (d) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life repurchased by a Dealer pursuant to a Dealer Agreement or disability insurance policies covering a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the Financed Vehicles related Dealer Agreement or ObligorsAuto Loan Purchase and Sale Agreement; (ive) all rights under any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or Service Contracts on behalf of the Depositor, the Servicer or the Trustrelated Finance Vehicles; (f) the related Receivable Files; (g) all of the Seller’s rights, title and interests, but none of its obligations or burdens, under the Subsequent Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Seller under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (vii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that foregoing. The execution and delivery of this Agreement shall constitute an acknowledgment by the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Issuer that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityIssuer, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Issuer a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleDepositor, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts from time to time, including the Reserve Account, the Negative Carry Account and the Pre-Funding Account and in all investments and proceeds thereof (including all income thereon); (vi) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (vii) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (viviii) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, Receivables and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, Receivables and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the The Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%•]%, (B) not less than [RESERVED]% •]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED•] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED•] months, (E) not less than [RESERVED]% •]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED•] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and; (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date; and (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an accountants’ letter as required pursuant to Section 6.06 of the Receivables Purchase Agreement relating to the Subsequent Receivables. (c) If there is a Funding Period, the The Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Period, Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result amount of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or Obligorsextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHICA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than months, and (C) not more than % of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed % of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHICA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants addressing certain matters with respect to the Subsequent Receivables as requested by the Servicer and in a form approved by the Servicer; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $ subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.]

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below, in consideration of the Issuing Entity’s Trustee's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.7(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the "Subsequent Assets"; and together with the Initial Assets, the "CNHCR Assets"): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) the Liquidity Receivables Purchase Agreements (only with respect to Subsequent Receivables purchased by the Seller pursuant to those Agreements) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (vvii) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time any True Lease Equipment that is subject to time in effect) constituting or relating to the foregoingany Subsequent Receivable; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the "Subsequent Transfer Assignment"), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) the weighted average original term of the Receivables in the Trust will not be greater than 55.0 months, and (B) not more than 50% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (C) not more than 5% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of all-terrain vehicles, snowmobiles or marine vessels collectively, and (D) none of the Receivables in the Trust will represent Contracts originated through Case Credit's Soris financing program; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by Case Credit and NH Credit pursuant to Section 3.2(b) of the related Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) [intentionally omitted] (xv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xvi) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ ' Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached hereto as Annex A to the Subsequent Transfer Assignment); and (ixxvii) the Depositor Mxxxx'x shall have delivered to received written notification from the Trust, Seller of the Indenture Trustee and the Rating Agencies an Opinion addition of Counsel with respect to the transfer of all such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing DateReceivables. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Issuer pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $334,913,958.08 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing Entity’s Issuer's delivery on the related each Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Transferor of the amount described in Section 5.01(d5.07(a) to be delivered to or upon the Depositor and the increase in the value order of the Certificates as a result of Transferor on such saledate, the Depositor Transferor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor in, to Transferor in and underto: (i) the Subsequent Receivables identified in listed on Schedule A to the related Transfer Agreement and all amounts due thereunder on or after the applicable Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating Cut-off Date but received after such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Cut-off Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any accessions thereto, and any other interest of the Depositor Transferor in such Financed Vehicles and accessions, including, without limitation, the certificates of title and other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability disability, GAP or other insurance policies thereon covering the Financed Vehicles or Obligorsthe Obligors relating to the Subsequent Receivables and any proceeds from the liquidation of the Subsequent Receivables or Financed Vehicles; (iv) any Financed Vehicle all property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Subsequent Receivable and shall have that has been acquired by or on behalf of the Depositor, Issuer pursuant to the Servicer or the Trustliquidation of such Subsequent Receivable; (v) all “accounts,” “chattel paper,” “general intangibles” the Purchase Agreement, the related Transfer Agreement and “promissory notes” (this Agreement, insofar as such terms are defined right, title and interest relates to the Subsequent Receivables or the Receivable Files or Financed Vehicles relating thereto, including the right of the Transferor to cause the Originator to repurchase the Subsequent Receivables from the Transferor or the Issuer or to make indemnity payments in respect thereof under the circumstances set forth in the Uniform Commercial Code as Purchase Agreement; (vi) the Dealer Recourse relating to the Subsequent Receivables; (vii) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the Subsequent Receivables or otherwise covering an Obligor or a Financed Vehicle; (viii) all amounts and property from time to time held in effector credited to any of the Trust Accounts and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Subsequent Receivables); (ix) constituting or the Receivable Files and all other documents that the Originator keeps on file in accordance with its customary procedures relating to the foregoingSubsequent Receivables, or the Obligors or Financed Vehicles relating thereto; and (vix) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that foregoing. Such sale shall be effective with respect to the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention applicable Subsequent Receivables as of the Depositor related Subsequent Cut-off Date with respect to all Trust Property and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawrights appurtenant thereto. (b) If there is a Funding Period, the Depositor The Transferor shall transfer to the Issuing Entity Trust the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Transferor (1) shall have provided the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date, (2) shall have provided the Trust Collateral Agent and the Note Insurer with an electronic transmission of the information on the related Subsequent Receivables set forth in such Addition Notice in a format acceptable to each of the Trust Collateral Agent and the Note Insurer no later than such fifth Business Day prior to the related Subsequent Transfer Date and (3) shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Originator shall have delivered to the Transferor, a written Subsequent Assignment, which shall include a list of the Subsequent Receivables so transferred attached thereto as Schedule A; (iii) the Transferor shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables to be transferred on such Subsequent Transfer Date; (iv) the Servicer shall have deposited in the Collection Account all collections received by the Servicer in respect of the Subsequent Receivables which were received by the Servicer as of the related Subsequent Transfer Date; (v) as of each Subsequent Transfer Date, (A) neither the Transferor nor the Originator shall be insolvent or become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither the Transferor, nor the Originator shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of each of the Transferor and the Originator shall not constitute unreasonably small capital to carry out its respective business as conducted; (vi) the Funding Period shall not have terminated; (iivii) each after giving effect to any transfer of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date) pursuant hereto shall meet the following criteria: criteria (A) based on the weighted average Annual Percentage Rate characteristics of the Initial Receivables in on the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee Initial Cut-off Date and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the PreCut-Funding Account Initial Deposit divided by [RESERVED]% off Date) as such information is provided to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.Trust Collateral Agent

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $___________________, the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (i) a. the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (ii) b. the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) c. any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; d. any proceeds from any [Initial] Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; e. all rights under any Service Contracts on the related Financed Vehicles; f. the related Receivables Files; g. all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) any Financed Vehicle that shall have secured a Subsequent Receivable Instruments and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vi) the proceeds of any h. all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% [ ]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to ------------------------------------ satisfaction of the conditions set forth in Section 2.03(b2.02(b) below, in consideration of the Issuing Entity’s Owner Trustee's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.02(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityOwner Trustee, without recourse (except as provided in Section 3.02)------- recourse, pursuant to an assignment in substantially the form of Exhibit D C (a “-------- --------- "Subsequent Transfer SSA PSA Assignment”"), all right, title and interest of the Depositor Seller in, to and under: (i) the Subsequent Receivables identified described in the such Subsequent Transfer SSA PSA Assignment (all and identified on the Schedule of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received paid thereon (including Liquidation Proceeds) and in respect thereof due thereunder on and after the related applicable Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and and, to the extent permitted by law, any other interest of the Depositor in the Financed Vehiclesaccessions thereto which are financed by NFC; (iii) the benefits of any proceeds lease assignments with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsVehicles; (iv) any Financed Vehicle that shall have secured a proceeds from any Insurance Policies with respect to such Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustReceivables; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” any proceeds from Dealer Liability with respect to such Subsequent Receivables, proceeds from any International Purchase Obligations with respect to such Subsequent Receivables (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating subject to the foregoing; andlimitations set forth in Section 2.04) and proceeds from any Guaranties of Subsequent Receivables; (vi) the Purchase Agreement, the Subsequent Transfer PA Assignments pursuant to Section 2.01 of the Purchase Agreement with respect to such Subsequent Receivables and the Custodian Agreement, including the right of the Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Subsequent Receivables under certain circumstances); and (vii) any proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items property described in clauses (i), (ii), (iii) through and (vi) shall not include the Notes and Certificatesabove. It is the intention of the Depositor Seller that each transfer and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 2.02 shall constitute a sale of the related Subsequent Receivables from the Seller to the Owner Trustee and the beneficial interest in and title to the assets conveyed pursuant to the Subsequent Transfer PSA Assignment shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after each Subsequent Transfer Date, the Seller shall cause to be deposited into the Collection Account all collections (from whatever source) on or with respect to the assets conveyed pursuant to the related Subsequent Transfer PSA Assignment received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller and shall be construed the Servicer intend to treat each such transfer and treated assignment as a sale for all purposes, other than for accounting and tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and . Notwithstanding the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. Howeverforegoing, in the event a court of competent jurisdiction determines that any such transfer and assignment did not constitute such a sale or that such conveyance beneficial interest is a part of the Seller's estate, then (i) the Seller shall be deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Owner Trustee a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the assets conveyed pursuant to the related Subsequent ReceivablesTransfer PSA Assignment, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to such Subsequent Transfer PSA Assignment shall be deemed to include all rights, powers and options (but none of the obligations, if any, and the other property ) of the Depositor specified Seller under any agreement or instrument included in Section 2.03(a) hereof whether now existing or hereafter created the assets conveyed pursuant to such Subsequent Transfer PSA Assignment, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Subsequent Receivables included in the assets conveyed pursuant to such Subsequent Transfer PSA Assignment and all proceeds other monies payable under the Subsequent Receivables conveyed pursuant to such Subsequent Transfer PSA Assignment, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the foregoing Seller or otherwise and generally to secure do and receive anything that the loan deemed Seller is or may be entitled to be made in connection do or receive under or with respect to the assets conveyed pursuant to such pledge andSubsequent Transfer PSA Assignment. For purposes of such grant, in each such eventSubsequent Transfer PSA Assignment, together with this Agreement Agreement, shall constitute a security agreement under applicable lawthe UCC. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Owner Trustee Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.02(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 2.05 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies a duly executed Subsequent Transfer SSA PSA Assignment, including the Schedule a schedule of such Subsequent Receivables (which schedule shall be deemed to supplement the existing Schedule -------- of Receivables in effect at such time);; -------------- (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d5.02(a)(ii); (v) the Depositor Seller shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity Owner Trustee pursuant to this Agreement and the related Subsequent Transfer SSA PSA Assignment; (vi) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Owner Trustee in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the The Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Effective Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, 7.25% (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to remaining maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, 53 months and (EC) not less than [RESERVED]% of Aggregate Starting Principal the aggregate Receivables Balance of the all Receivables owing from a single Obligor shall represent financings of Toyota vehicles, (F) the weighted average FICO score not be more than 2.00% of the aggregate Receivables Balance of all Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesTrust; (viii) the Depositor Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ ' Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b2.02(b); and; (ix) the Depositor Seller shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date; (x) The Seller shall have delivered to the Owner Trustee and the Indenture Trustee written confirmation from an independent public accounting firm that, as of the applicable Subsequent Cutoff Date, such Subsequent Receivables satisfied the eligibility criteria described in Sections 3.01(a)(v), (r), (s), (t), (w) and (x) of the Purchase Agreement; and (xi) S&P shall have notified the Seller in writing that, following the addition of all such Subsequent Receivables to the Trust, the Notes will be rated by S&P in the same rating category as they were rated by S&P prior to such addition. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Owner Trustee pursuant to Section 2.03(a2.02(a) before the termination of the Funding Period Period, Subsequent Receivables with an aggregate Starting Principal Receivable Balance less equal to $182,045,113.47. If on the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, the first Distribution Date following the end of the related Subsequent Cutoff Date equal to approximately the result of Funding Period) the Pre-Funding Account Initial Deposit divided by [RESERVED]% Funded Amount is equal to or greater than $100,000, the Seller shall be obligated to pay to the extent Owner Trustee on the Transfer Date immediately preceding such Receivables were transferred Distribution Date an amount equal to the Depositor Noteholders' Prepayment Premium with respect to each class of Notes or such lesser amount that the Seller actually receives from NFC under Section 2.04 of the Receivables Purchase AgreementAgreement in respect of NFC's breach thereof; provided, however, that the foregoing shall be the sole remedy of the Owner -------- ------- Trustee, the Indenture Trustee and the Noteholders with respect to a failure of the Seller to comply with this covenant.

Conveyance of Subsequent Receivables. (a) If there is a Funding Prior to the [twentieth] calendar day (x) in each month (beginning [__________]) during the Revolving Period and (y) if no Early Amortization Event has occurred, in the first month with respect to the Amortization Period, subject on one or more days selected by the Servicer (each, a "Transfer Date"), the Servicer shall direct the Indenture Trustee to satisfaction reinvest Available Principal Amounts on deposit in the Principal Funding Account in additional loan or lease Contracts originated or acquired and selected by MCC from its portfolio of loan and lease Contracts. Subject to the conditions set forth in Section 2.03(bparagraph (b) belowbelow on each Transfer Date, in consideration upon transfer of the Issuing Entity’s delivery applicable Subsequent Receivables from MCC to the Transferor pursuant to the Contribution and Sale Agreement and payment to the Transferor from amounts on deposit in the Principal Funding Account in an amount equal to the Principal Balance of the Subsequent Receivables being transferred on such date as of the related Subsequent Transfer Cut-off Date, if anythe Transferor hereby sells, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saletransfers, the Depositor does hereby agree to sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), obligations herein) all right, title and interest of the Depositor inTransferor in and to the following, to and underwhether then owned or thereafter acquired: (i) the Subsequent Receivables identified in listed on the Subsequent Transfer SSA Assignment (all related Schedule of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof moneys (including accrued interest) due thereunder on or after the related Subsequent Cutoff Cut-off Date; (ii) the interest of the Transferor in the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Transferor in the Financed VehiclesEquipment; (iii) the interest of the Transferor in any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (viiv) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Transferor shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor Transferor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables written assignment in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. Exhibit E (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.the

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b2.2(b) belowof this Agreement, in consideration of the Issuing EntityIssuer’s delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.7(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor inSeller in and to, to whether now owned or existing or hereafter acquired or arising (collectively, the “Subsequent Receivables Property” and under:together with the Initial Receivables Property, the “Trust Property”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) Agreement, and all monies received thereon and in respect thereof thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (v) all “accounts,” “chattel paper,” “general intangibles” any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; (vii) the Seller’s rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under each of the Uniform Commercial Code as from time to time in effect) constituting or relating to Subsequent Purchase Agreements, including the foregoingdelivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital under each of the Subsequent Purchase Agreements; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.2(a) above of this Agreement 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 provided the Trustee, the Owner Trustee, the Security Insurer and the Rating Agencies with an Addition Notice not later than five days prior to any Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee, the Security Insurer and the Trustee a duly executed subsequent transfer agreement substantially in the form of Exhibit A attached hereto (each, a “Subsequent Transfer Agreement” which shall include supplements to Schedule A, listing the Subsequent Receivables); (iii) the Seller shall, to the extent required by Section 5.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) 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, (B) 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, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (iivi) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiivii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Trust pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viviii) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership security interest of the Issuing Entity Trust in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Collateral Agent in the Collateral; (viiix) no selection procedures adverse to the interests of the Noteholders or the Security Insurer shall have been utilized in selecting the Subsequent Receivables; (x) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust, the Noteholders, or the Security Insurer; (xi) the Security Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing the transfer of such Subsequent Receivables to the Trust as evidenced by the Security Insurer’s signature on the Subsequent Transfer Agreement; (xii) the Initial Receivables, together with the Subsequent Receivables (if any) in the Trust (after giving effect to the conveyance any transfer of the Subsequent Receivables to the Trust on such a Subsequent Transfer Date) ), shall meet the following criteria: criteria (A) based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): A. the weighted average Annual Percentage Rate APR of the Receivables in the Trust shall not be less than [RESERVED]%, (B) 8.65%; B. not less more than [RESERVED]% approximately 35% of the Aggregate Starting aggregate Principal Balance of the Receivables shall represent financings consist of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term Obligors whose mailing addresses are in excess of [RESERVED] months, (D) the weighted average original term to maturity Arizona; C. not more than 20% of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting aggregate Principal Balance of the Receivables shall represent financings have Obligors whose mailing addresses are in any one state other than California, Arizona or Nevada unless an Opinion of Toyota vehicles, (F) Counsel acceptable to the weighted average FICO score Rating Agencies and the Security Insurer with respect to the security interest in the related Financed Vehicles is furnished by the Seller on or prior to the related Subsequent Transfer Date; D. at least 30% of the Receivables in shall have an original term to maturity of not more than 60 months; E. not more than 70% of the Trust Receivables shall have an original term to maturity of 61 months or greater; F. not more than 4% of the Receivables shall have an original term to maturity of greater than 72 months; G. at least 50% of the Receivables shall be less comprised of Receivables secured by new Financed Vehicles; H. at least 60% of the Receivables shall be comprised of Prime Receivables with at least 33.5% of the Receivables comprised of fast fund and platinum programs; I. not more than [RESERVED] 38.5% of the Receivables shall be comprised of Non-Prime Receivables, with Receivables originated under the copper program comprising no more than 12% of the Receivables and (G) such other criteria as may Receivables originated under the bronze program comprising no more than 8.75% of the Receivables; and J. not more than 1.4% of the Receivables shall be required by the Rating Agenciescomprised of Sub-Prime Receivables; (viiixiii) the Depositor Servicer shall have delivered the Officer’s Certificate described in Section 3.4(c) of this Agreement; and (xiv) the Seller shall have delivered to the Indenture Trustee Security Insurer and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions each condition precedent specified in this Section 2.03(b2.2(b); and (ix) . The Seller covenants that in the Depositor shall have delivered event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Trust, at a price equal to the Indenture Trustee Purchase Amount thereof, in the manner specified in Section 4.7. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer for non-tax purposes and the Rating Agencies an Opinion of Counsel with respect beneficial interest in and title to the transfer Receivables and the other Trust Property shall not be part of such Subsequent Receivables substantially the Seller’s estate in the form event of the Opinion filing of Counsel delivered a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement, and the Seller hereby grants to the Rating Agencies on Issuer for the Closing Date. (c) If there is a Funding Periodbenefit of the Noteholders, the Depositor covenants Certificateholders and the Security Insurer, a security interest in the property referred to transfer to the Issuing Entity pursuant to in Section 2.03(a2.1 and Section 2.2(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementwhether now owned or existing or hereafter acquired or arising.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b2.02(b) below, in consideration of the Issuing EntityIssuer’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d8.11(a) of the Indenture to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02)2.06, pursuant to an assignment in substantially the form of Exhibit D C (a “Subsequent Transfer SSA PSA Assignment”), all right, title and interest of the Depositor Seller in, to and under: (i) the Subsequent Receivables Retail Notes identified in on the Schedule of Retail Notes to such Subsequent Transfer SSA PSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged delivered to the Indenture Trustee) Issuer and all monies received thereon and in the Related Retail Note Assets with respect thereof after the related Subsequent Cutoff Dateto those Retail Notes; (ii) the security interests inbeneficial interest in the Series 2005-A Portfolio Assets, including the Retail Leases identified on the Schedule of Retail Leases to such Subsequent Transfer PSA Assignment delivered to the Issuer and the liens on, the Financed Vehicles granted by Obligors in connection Related Titling Trust Assets with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehiclesrespect to those Retail Leases; (iii) any proceeds the rights, but not the obligations, of NFC under the Lease Purchase Agreement and the Subsequent LPA Assignment with respect to the Retail Leases included in those Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors;Receivables; and (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf the rights, but not the obligations, of the Depositor, Seller under the Servicer or Purchase Agreement and the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time Subsequent Transfer PA Assignment pursuant to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all Section 2.01 of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and CertificatesPurchase Agreement with respect to those Subsequent Receivables. It is the intention of the Depositor Seller that each transfer and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 2.02 shall constitute a sale of the related Subsequent Receivables from the Seller to the Issuer and the beneficial interest in and title to the assets conveyed pursuant to the Subsequent Transfer PSA Assignment shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after each Subsequent Transfer Date, the Seller shall cause to be deposited into the Collection Account all collections (from whatever source) on or with respect to the assets conveyed pursuant to the related Subsequent Transfer PSA Assignment received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller intends to treat each such transfer and shall be construed assignment as a sale for accounting and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and . Notwithstanding the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. Howeverforegoing, in the event a court of competent jurisdiction determines that any such transfer and assignment did not constitute such a sale or that such conveyance beneficial interest is a part of the Seller’s estate, then (i) the Seller shall be deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Issuer a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, to and under the assets conveyed pursuant to the related Subsequent ReceivablesTransfer PSA Assignment, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to such Subsequent Transfer PSA Assignment shall be deemed to include all rights, powers and options (but none of the obligations, if any, and the other property ) of the Depositor specified Seller under any agreement or instrument included in Section 2.03(a) hereof whether now existing or hereafter created the assets conveyed pursuant to such Subsequent Transfer PSA Assignment, including the immediate and continuing right to claim for, collect, receive and give receipt for lease payments and principal and interest payments in respect of the Subsequent Receivables included in the assets conveyed pursuant to such Subsequent Transfer PSA Assignment and all proceeds other monies payable under the Subsequent Receivables conveyed pursuant to such Subsequent Transfer PSA Assignment, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the foregoing Seller or otherwise and generally to secure do and receive anything that the loan deemed Seller is or may be entitled to be made in connection do or receive under or with respect to the assets conveyed pursuant to such pledge andSubsequent Transfer PSA Assignment. For purposes of such grant, in each such eventSubsequent Transfer PSA Assignment, together with this Agreement Agreement, shall constitute a security agreement under applicable lawthe UCC. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.02(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 2.05 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies a duly executed Subsequent Transfer SSA PSA Assignment, including the Schedule of Retail Notes and the Schedule of Retail Leases included in such Subsequent Receivables (which schedule schedules shall be deemed to supplement the existing Composite Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d)8.10(a) of the Indenture; (v) the Depositor Seller shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA PSA Assignment; (vi) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the The Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%7.33%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to remaining maturity of the Receivables in the Trust shall not be greater than [RESERVED] 58 months, (C) the aggregate Receivable Balance of all Receivables owing from a single Obligor shall not exceed 2.00% of the aggregate Receivables Balance of all Receivables in the Trust, (D) the aggregate Starting Receivables Balance of all Retail Leases in the Trust shall not exceed 10.00% of the Aggregate Starting Receivables Balance, (E) the aggregate Starting Receivables Balance of all Receivables not less than [RESERVED]% originated by NFC or one of its Affiliates shall not exceed 3.00% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehiclesBalance, (F) the weighted average FICO score aggregate Starting Receivables Balance of all Receivables that are Eligible Restructured Receivables shall not exceed 5.00% of the Aggregate Starting Receivables in the Trust shall not be less than [RESERVED] Balance and (G) such other criteria the aggregate Starting Receivables Balance of all Receivables having a remaining term in excess of 72 months as may be required by of the Rating Agenciesapplicable Cutoff Date shall not exceed 10.00% of the Aggregate Starting Receivables Balance; (viii) the Depositor Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b2.02(b); and; (ix) the Depositor Seller shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date; (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee written confirmation from an independent public accounting firm that, as of the applicable Subsequent Cutoff Date, such Subsequent Receivables satisfied the eligibility criteria described in Sections 3.01(a)(iv), (a)(v), (s), (t), (w), and (x) of the Purchase Agreement; and (xi) Each Retail Lease has been allocated to the Series 2005-A Portfolio Interest in accordance with the terms of the Titling Trust Documents. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Issuer pursuant to Section 2.03(a2.02(a) before the termination of the Funding Period Period, Subsequent Receivables with an aggregate Starting Principal Receivable Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result amount of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement$365,004,150.91.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing EntityPurchaser’s delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $ , the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the respective Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the respective Subsequent Receivables from claims and on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceed from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Subsequent Purchase Agreement, including the Seller’s rights under the Subsequent Purchase Agreement and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Seller under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (vii) the proceeds of any all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) h). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing Entity’s Trustee's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.7(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the "Subsequent Assets"; and together with the Initial Assets, the "CNHCR Assets"): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) the Liquidity Receivables Purchase Agreements (only with respect to Subsequent Receivables purchased by the Seller pursuant to those Agreements) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (vvii) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time any True Lease Equipment that is subject to time in effect) constituting or relating to the foregoingany Subsequent Receivable; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the "Subsequent Transfer Assignment"), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 55 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months, (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables and (F) none of the Receivables in the Trust will represent Contracts originated through Case Credit's Soris financing program; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by Case Credit and NH Credit pursuant to Section 3.2(b) of the related Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) [intentionally omitted] (xv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xvi) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ ' Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached hereto as Annex A to the Subsequent Transfer Assignment); and (ixxvii) the Depositor Moody's shall have delivered to received written notification from txx Xxxxer of the Trust, the Indenture Trustee and the Rating Agencies an Opinion addition of Counsel with respect to the transfer of all such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing DateReceivables. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Issuer pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $385,142,899.54 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below and the proviso set forth in clause (c) below, in consideration of the Issuing EntityTrustee’s delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.8(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under:under (collectively, the “Subsequent Assets”; and together with the Initial Assets, the “CNHCR Assets”): (i) the Subsequent Receivables identified in listed on Schedule A to the related Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) the Liquidity Receivables Purchase Agreement (only with respect to Subsequent Receivables purchased by the Seller pursuant to such Agreement) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vivii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding PeriodSubject to the proviso set forth in clause (c) below, the Depositor Seller shall transfer to the Issuing Entity the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the “Subsequent Transfer Assignment”), which shall include a Schedule A to the Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.3, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller’s ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) each of the Receivables is a Retail Installment Contract, (B) the weighted average original term of the Receivables in the Trust will not be greater than 55 months, and (C) not more than 35% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment, (D) each Receivable has a remaining term to maturity of not more than 72 months and (E) each Receivable has a Statistical Contract Value as of the applicable Cutoff Date that (when combined with the Statistical Contract Value of any other Receivables with the same or an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract Value of all the Receivables; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by CNHCA pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Subsequent Transfer Assignment have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Date) shall meet Trust, the following criteria: (A) Noteholders or the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesCertificateholders; (viiixiii) the Depositor Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of Independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xv) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Officer’s Certificate confirming the satisfaction of the conditions each condition specified in this Section 2.03(bclause (b) (substantially in the form attached as Annex A to the Subsequent Transfer Assignment); and (ixxvi) the Depositor Rating Agency Condition shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially been satisfied in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Dateconnection therewith. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value approximately equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $286,174,616.79 subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s Issuer's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “"Subsequent Transfer SSA Assignment”"), all right, title and interest of the Depositor Seller in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s 's computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor Seller in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a an Subsequent Receivable and shall have been acquired by or on behalf of the DepositorSeller, the Servicer or the Trust; (v) all “right, title and interest in all funds on deposit in, and "financial assets" (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts from time to time, including the Reserve Account, the Negative Carry Account and the Pre-Funding Account and in all investments and proceeds thereof (including all income thereon); (vi) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (vii) all "accounts,” “" "chattel paper,” “" "general intangibles” " and “"promissory notes” " (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (i) through (viviii) shall not include the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Issuer that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, Receivables and the other property of the Depositor Seller specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor Seller to the Issuing EntityIssuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor Seller hereby grants to the Issuing EntityIssuer, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Subsequent Receivables, if any, Receivables and the other property of the Depositor Seller specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%7.10%, (B) not less than [RESERVED]% 70.00% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable not less than 10.00% of the Aggregate Starting Principal Balance of the Receivables shall have be originated by World Omni under a remaining term program in excess which World Omni finances the purchase of [RESERVED] monthsa vehicle that was previously leased by World Omni or its affiliates, (D) not more than 13.00% of the Aggregate Starting Principal Balance of the Receivables have an APR less than or equal to 3.50%, (E) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] 64 months, (EF) not less than [RESERVED]% 88.00% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (FG) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] 710, and (GH) such other criteria as may be required by the Rating Agencies; (viii) the Depositor Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ ' Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and; (ix) the Depositor Seller shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing DateDate and (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an accountants' letter as required pursuant to Section 6.06 of the Receivables Purchase Agreement relating to the Subsequent Receivables. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Issuer pursuant to Section 2.03(a) before the termination of the Funding Period Period, Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result amount of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor Seller under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing Entity’s Issuer's delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.9(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged listed on Schedule A to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateTransfer Agreement; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers pursuant to Dealer Agreements; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under each of the Uniform Commercial Code as from time to time in effect) constituting Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under each of the Subsequent Purchase Agreements, on or relating to after the foregoingrelated Subsequent Cutoff Date; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (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 provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) 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, (B) 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, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto 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): (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18.5%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 57 months; and (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Trust pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Trust in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Collateral; (viix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the Receivables in the Trust (after giving effect to the conveyance addition of the any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Dateor the Noteholders; (xii) the Seller shall meet the following criteria: have delivered (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date.Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(i)(1); (cxiii) If there is Standard & Poor's shall have confirmed in writing that the rating on the Notes shall not be withdrawn or reduced as a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination result of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the related foregoing conditions precedent are not satisfied with respect to any Subsequent Cutoff Date Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Trust, at a price equal to approximately the result of Purchase Amount thereof, in the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementmanner specified in Section 4.7.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below5, in consideration of the Issuing Entity’s Trustee's delivery on behalf of the related Subsequent Transfer Date, if any, Trust to or upon the order of the Depositor Seller of an amount equal to $__________ (i.e., the aggregate Principal Balance of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value Subsequent Receivables as of the Certificates as a result of such saleSubsequent Cutoff Date), the Depositor Seller does hereby agree to sell, transfer, assign, set over assign and otherwise convey to the Issuing EntityTrust, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D Seller's obligations hereunder): (a “Subsequent Transfer SSA Assignment”), a) all right, title and interest of the Depositor in, Seller in and to and under: (i) the Subsequent Receivables identified listed on Schedule A and all monies due thereon and paid thereon or in respect thereof (including proceeds of the Subsequent Transfer SSA Assignment (all repurchase of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust Seller pursuant to Section 3.02 or 10.01 of the Sale and pledged Servicing Agreement or the purchase of such Subsequent Receivables by Fleetwood Credit pursuant to Section 5.06 or 10.01 of the Indenture TrusteeSale and Servicing Agreement) and all monies received thereon and in respect thereof on or after the related Subsequent Cutoff Date; (iib) the interest of the Seller in the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to such Subsequent Receivables; (c) the Subsequent Receivables and any other interest of the Depositor Seller in the Financed Vehicles; (iii) any Liquidation Proceeds, in any proceeds with respect to the Subsequent Receivables from claims on of any physical damage, damage Insurance Policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies covering Insurance Policies relating to such Subsequent Receivables or the Financed Vehicles or related Obligors; (ivd) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf the interest of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Seller in the Uniform Commercial Code as any proceeds from time to time in effect) constituting or Dealer repurchase obligations relating to the foregoingsuch Subsequent Receivables; and (vie) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(b) below5 hereof, in consideration of the Issuing Entity’s Trustee's delivery on behalf of the related Subsequent Transfer Date, if any, Trust to or upon the order of the Depositor Seller of an amount equal to $__________ (i.e., the aggregate Principal Balance of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value Subsequent Receivables as of the Certificates as a result of such saleSubsequent Cutoff Date), the Depositor Seller does hereby agree to sell, transfer, assign, set over assign and otherwise convey to the Issuing EntityTrust, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D Seller's obligations hereunder): (a “Subsequent Transfer SSA Assignment”), a) all right, title and interest of the Depositor in, Seller in and to and under: (i) the Subsequent Receivables identified listed on Schedule A hereto and all monies due thereon and paid thereon or in respect thereof (including proceeds of the Subsequent Transfer SSA Assignment (all repurchase of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust Seller pursuant to Section 12.02 or 21.02 of the Pooling and pledged Servicing Agreement or the purchase of such Subsequent Receivables by Fleetwood Credit pursuant to Section 13.07 or 21.02 of the Indenture TrusteePooling and Servicing Agreement) and all monies received thereon and in respect thereof on or after the related Subsequent Cutoff Date; (iib) the interest of the Seller in the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to such Subsequent Receivables; (c) the Subsequent Receivables and any other interest of the Depositor Seller in the Financed Vehicles; (iii) any Liquidation Proceeds, in any proceeds with respect to the Subsequent Receivables from claims on of any physical damage, credit life or disability damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to such Subsequent Receivables or the related Obligors; (ivd) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf the interest of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Seller in the Uniform Commercial Code as any proceeds from time to time in effect) constituting or Dealer repurchase obligations relating to the foregoingsuch Subsequent Receivables; and (vie) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to ------------------------------------- satisfaction of the conditions set forth in Section 2.03(b2.02(b) below, in consideration of the Issuing Entity’s Owner Trustee's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.02(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityOwner Trustee, without recourse (except as provided in Section 3.02)------- recourse, pursuant to an assignment in substantially the form of Exhibit D B (a “-------- --------- "Subsequent Transfer SSA Assignment”"), all right, title and interest of the Depositor Seller in, to and under: (i) the Subsequent Receivables identified described in the such Subsequent Transfer SSA Assignment (all and identified on the Schedule of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received paid thereon (including Liquidation Proceeds) and in respect thereof due thereunder on and after the related applicable Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and and, to the extent permitted by law, any other interest of the Depositor in the Financed Vehiclesaccessions thereto which are financed by NFC; (iii) the benefits of any proceeds lease assignments with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsVehicles; (iv) any Financed Vehicle that shall have secured a proceeds from any Insurance Policies with respect to such Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustReceivables; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” any proceeds from Dealer Liability with respect to such Subsequent Receivables, proceeds from any NITC Purchase Obligations with respect to such Subsequent Receivables (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating subject to the foregoing; andlimitations set forth in Section 2.04) and proceeds from any Guaranties of Subsequent Receivables; (vi) the Purchase Agreement, the Subsequent Transfer PA Assignments pursuant to Section 2.01 of the Purchase Agreement with respect to such Subsequent Receivables and the Custodian Agreement, including the right of the Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Subsequent Receivables under certain circumstances); and (vii) any proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items property described in clauses (i), (ii), (iii) through and (vi) shall not include the Notes and Certificatesabove. It is the intention of the Depositor Seller that each transfer and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 2.02 shall constitute a sale of the related Subsequent Receivables from the Seller to the Owner Trustee and the beneficial interest in and title to the assets conveyed pursuant to the Subsequent Transfer Assignment shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after each Subsequent Transfer Date, the Seller shall cause to be deposited into the Collection Account all collections (from whatever source) on or with respect to the assets conveyed pursuant to the related Subsequent Transfer Assignment received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller and shall be construed the Servicer intend to treat each such transfer and treated assignment as a sale for all purposes, other than for accounting and tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and . Notwithstanding the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. Howeverforegoing, in the event a court of competent jurisdiction determines that any such transfer and assignment did not constitute such a sale or that such conveyance beneficial interest is a part of the Seller's estate, then (i) the Seller shall be deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Owner Trustee a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, to and under the assets conveyed pursuant to the related Subsequent ReceivablesTransfer Assignment, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to such Subsequent Transfer Assignment shall be deemed to include all rights, powers and options (but none of the obligations, if any, and the other property ) of the Depositor specified Seller under any agreement or instrument included in Section 2.03(a) hereof whether now existing or hereafter created the assets conveyed pursuant to such Subsequent Transfer Assignment, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Subsequent Receivables included in the assets conveyed pursuant to such Subsequent Transfer Assignment and all proceeds other monies payable under the Subsequent Receivables conveyed pursuant to such Subsequent Transfer Assignment, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the foregoing Seller or otherwise and generally to secure do and receive anything that the loan deemed Seller is or may be entitled to be made in connection do or receive under or with respect to the assets conveyed pursuant to such pledge andSubsequent Transfer Assignment. For purposes of such grant, in each such eventSubsequent Transfer Assignment, together with this Agreement Agreement, shall constitute a security agreement under applicable lawthe UCC. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Owner Trustee Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a2.02 (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 2.05 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies a duly executed Subsequent Transfer SSA Assignment, including the Schedule a schedule of such Subsequent Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables ----------------------- in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Initial Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d5.02(a)(ii); (v) the Depositor Seller shall, at its own expense, on or prior to each Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity Owner Trustee pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Owner Trustee in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the The Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%9.07%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to remaining maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, 57 months and (EC) not less than [RESERVED]% of Aggregate Starting Principal the aggregate Receivables Balance of the all Receivables owing from a single Obligor shall represent financings of Toyota vehicles, (F) the weighted average FICO score not be more than 2.00% of the aggregate Receivables Balance of all Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating AgenciesTrust; (viii) the Depositor Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ ' Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b2.02(b); and; (ix) the Depositor Seller shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date; (x) The Seller shall have delivered to the Owner Trustee and the Indenture Trustee written confirmation from an independent public accounting firm that, as of the applicable Subsequent Cutoff Date, such Subsequent Receivables satisfied the eligibility criteria described in Sections 3.01(a)(v), (r), (s), (t), (w) and (x) of the Purchase Agreement; and (xi) Standard & Poor's Ratings Services ("S&P") shall have notified the Seller in writing that, following the addition of all such Subsequent Receivables to the Trust, the Notes will be rated by S&P in the same rating category as they were rated by S&P prior to such addition. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Owner Trustee pursuant to Section 2.03(a2.02(a) before the termination of the Funding Period Period, Subsequent Receivables with an aggregate Starting Principal Receivable Balance less equal to $94,156,091.27. If on the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, the first Distribution Date following the end of the related Subsequent Cutoff Date equal to approximately the result of Funding Period) the Pre-Funding Account Initial Deposit divided by [RESERVED]% Funded Amount is equal to or greater than $100,000, the Seller shall be obligated to pay to the extent Owner Trustee on the Transfer Date immediately preceding such Receivables were transferred Distribution Date an amount equal to the Depositor Noteholders' Prepayment Premium with respect to each class of Notes or such lesser amount that the Seller actually receives from NFC under Section 2.04 of the Receivables Purchase AgreementAgreement in respect of NFC's breach thereof; provided, however, that the foregoing shall be the sole remedy of the Owner -------- ------- Trustee, the Indenture Trustee or the Noteholders with respect to a failure of the Seller to comply with this covenant.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bclause (b) below, in consideration of the Issuing Entity’s Trustee's delivery on the related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.7(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations herein), all of its right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in listed on Schedule A to the related Second-Tier Subsequent Transfer SSA Assignment (Assignment, including all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed VehiclesEquipment; (iii) any proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles Equipment or Obligors; (iv) the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Subsequent Receivables from the Seller under the circumstances described therein; (v) any proceeds with respect to such Subsequent Receivables from recourse to Dealers other than any interest in the Dealers' reserve accounts maintained with Credit; (vi) any Financed Vehicle Equipment that shall have secured a any such Subsequent Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (vvii) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time any True Lease Equipment that is subject to time in effect) constituting or relating to the foregoingany Subsequent Receivable; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete saleRecoveries), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aclause (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 and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the "Second-Tier Subsequent Transfer Assignment"), which shall include a Schedule A to the Second-Tier Subsequent Transfer Assignment listing the Subsequent Receivables; (ii) the Seller shall, to the extent required by Section 5.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller did not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller did not constitute unreasonably small capital to carry out its business as conducted; (iv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the applicable Yield Supplement Account Initial Deposit for such Subsequent Transfer Date shall have been made; (vi) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer Date, shall meet the following criteria: (A) the weighted average original term of the Receivables in the Trust will not be greater than 55.0 months, and (B) not more than 51.5% of the aggregate Contract Value of the Receivables in the Trust will represent Contracts for the financing of construction equipment; (vii) the Funding Period shall not have terminated; (iiviii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 of this Agreement and by the Originator pursuant to Section 3.2(b) of the Purchase Agreement, in each case with respect to such the Subsequent Receivables Receivables, shall be true and correct as of the related such Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiix) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each such Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the related Second-Tier Subsequent Transfer Assignment have been sold to the Issuing Entity Issuer pursuant to this Agreement and the related Second-Tier Subsequent Transfer SSA Assignment; (vix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (viixi) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xii) the Receivables in the Trust (after giving effect to the conveyance addition of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables will not result in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xiii) the Seller shall have provided the Indenture Trustee, the Trustee and the Rating Agencies a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; (xiv) the Seller shall have delivered: (A) to the Rating Agencies, an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing DateDate and (B) to the Trustee and the Indenture Trustee, the Opinion of Counsel required by Section 10.2(i)(1); (xv) the Seller shall have delivered to the Trustee and the Indenture Trustee a letter of a firm of independent certified public accountants confirming the satisfaction of the conditions set forth in clause (vi) with respect to the Subsequent Receivables, and covering substantially the same matters with respect to the Subsequent Receivables as are set forth in Exhibit F hereto; (xvi) the Seller shall have delivered to the Indenture Trustee and the Trustee an Officers' Certificate confirming the satisfaction of each condition specified in this clause (b) (substantially in the form attached hereto as Annex A to the Second-Tier Subsequent Transfer Assignment); and (xvii) Xxxxx'x shall have received written notification from the Seller of the addition of all such Subsequent Receivables. (c) If there is a Funding Period, the Depositor The Seller covenants to transfer to the Issuing Entity Issuer pursuant to Section 2.03(aclause (a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date Contract Value equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% $201,370,728.69, subject only to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreementavailability thereof.

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject Subject to satisfaction of the conditions set forth in Section 2.03(bparagraph (b) below, in consideration of the Issuing Entity’s Issuer's delivery on the each related Subsequent Transfer Date, if any, Date to or upon the order of the Depositor Seller of the amount described in Section 5.01(d5.9(a) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleSeller, the Depositor Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, Issuer without recourse (except as provided in Section 3.02), pursuant subject to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”obligations set forth herein), all right, title and interest of the Depositor in, to Seller in and underto: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged listed on Schedule A to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff DateTransfer Agreement; (ii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with the pursuant to such Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf all rights of the Depositor, Seller against the Servicer or the TrustDealers pursuant to Dealer Agreements; (v) all “accounts,” “chattel paper,” “general intangibles” rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under each of the Uniform Commercial Code as from time to time in effect) constituting Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under each of the Subsequent Purchase Agreements, on or relating to after the foregoingrelated Subsequent Cutoff Date; and (viviii) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable lawforegoing. (b) If there is a Funding Period, the Depositor The Seller shall transfer to the Issuing Entity Issuer the Subsequent Receivables and the other property and rights related thereto described in Section 2.03(aparagraph (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 provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) 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, (B) 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, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto 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) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; and (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (vii) each of the representations and warranties made by the Depositor Seller pursuant to Section 3.01 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Receivables Transfer Date shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then madeDate, and the Depositor Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iiiviii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor Seller shall, at its own expense, on or prior to each the Subsequent Transfer Date, Date indicate in its computer files that the Subsequent Receivables conveyed on such date identified in the Subsequent Transfer Agreement have been sold to the Issuing Entity Trust pursuant to this Agreement and the related Subsequent Transfer SSA AssignmentAgreement; (viix) the Depositor Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity Trust in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee Trust Collateral Agent in the Collateral; (viix) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the Receivables in the Trust (after giving effect to the conveyance addition of the any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust on such Subsequent Transfer Dateor the Noteholders; (xii) the Seller shall meet the following criteria: have delivered (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date. Date and (cB) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Trust Collateral Agent the Opinion of Counsel required by Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.12.2(i)(1);

Conveyance of Subsequent Receivables. (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in In consideration of the Issuing Entity’s Purchaser's delivery on the related Subsequent Transfer Dateto, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such saleof, the Depositor Seller of $___________________, the Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (except as expressly provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”Purchase Agreement), all right, title and interest of the Depositor in, to Seller in and underto: (ia) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof thereon, after the related Subsequent Cutoff Date; (iib) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the respective Subsequent Receivables and any other interest of the Depositor Seller in the such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the respective Subsequent Receivables from claims and on any physical damage, credit life or and disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceed from the liquidation of such Subsequent Receivables; (ivd) any Financed Vehicle that shall have secured a proceeds from any Subsequent Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivables Files; (g) all of the Seller's (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (f); and (vih) the proceeds of any all proceed and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (ia) through (vi) g). The execution and delivery of this Agreement shall not include constitute an acknowledgment by the Notes and Certificates. It is the intention of the Depositor Seller and the Issuing Entity Purchaser that they intend that the assignment and transfer herein contemplated by this Section 2.03 constitute (a sale and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if anyassignment outright, and the other property not for security, of the Depositor specified in Section 2.03(a) hereofSubsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any liens and encumbrancesLiens, from the Depositor Seller to the Issuing EntityPurchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller's estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. However, in In the event that such conveyance is deemed determined to be a pledge to secure made as security for a loan (in spite of made by the express intent of Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that this conveyance constitutes, and the Seller shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants have granted to the Issuing Entity, for the benefit of the Noteholders, Purchaser a first priority perfected security interest in all of the Depositor’s Seller's right, title and interest in, in and to and under the Subsequent Receivables, if anyReceivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, that this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.