Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Closing Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign Santander Consumer resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee Trustee, or by the Holders Noteholders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.017.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver the Receivable Files to the Indenture Trustee or (or, at the direction of the Indenture Trustee’s agent , to its agent) the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s appointment as custodian agent (provided that the Servicer has not been terminated in connection accordance with the resignation provisions of this Section 2.2(g)) or termination (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer as servicer, prior to its termination such that the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred copies delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes copies of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files to and the Indenture Trustee or related accounts and records maintained by the Indenture Trustee’s agent Servicer at such place or places as the Indenture Trustee successor custodian may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s appointment as custodian agent (provided that the Servicer has not been terminated in connection accordance with the resignation provisions of this Section 2.1(g)) or termination (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer as servicer, prior to its termination such that the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred copy delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, Receivable constituting electronic chattel paper. No such termination or resignation shall be given effect until a successor custodian has assumed the duties as custodian hereunder and shall deliver such tangible authoritative copy to in the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment as custodian This Agreement shall become effective as of the Cutoff Date and shall continue remain in full force and effect until terminated pursuant for an initial term ending February 28, 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Section. If World Omni shall resign as Servicer Agreement: (i) in accordance with the provisions event of the other party’s material breach of a material provision of this Agreement or if all of that the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” other party has either (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” failed to the successor Servicer cure or (b) otherwisefailed to establish a remedial plan to cure that is reasonably acceptable, unless otherwise instructed by within 60 days’ written notice of such breach, or (ii) in the Indenture Trustee, such “authoritative copies” shall be transferred event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the Indenture Trustee other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to a Fund or any Portfolio, the Administrator or applicable Fund or Portfolio shall pay Sub-Administrator its compensation due and shall reimburse Sub-Administrator for its costs, expenses and disbursements. In the event of: (i) the Administrator’s termination of this Agreement with respect to a Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the Administrator shall pay the Sub-Administrator its compensation due under the terms hereof as of the date of such termination and shall reimburse the Sub-Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Fund’s such Portfolio’s records as set froth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board of Trustees of the Fund’s determination in its reasonable business judgment that such Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the Indenture Trustee’s designee. In each caseconsolidation of a Fund or Portfolio with, if necessaryanother entity, an authorized representative or (c) the sale by a Fund or Portfolio of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes all, or substantially all, of the UCCFund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall deliver such tangible authoritative copy in no way affect the rights and duties under this Agreement with respect to the successor Servicer any other Fund or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatePortfolio.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Certificates are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Closing Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign Santander Consumer resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee Trustee, or by the Holders Noteholders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.017.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver the Receivable Files to the Indenture Trustee or (or, at the direction of the Indenture Trustee’s agent , to its agent) the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer, in its sole discretion, shall either (i)continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s appointment as custodian agent (provided that the Servicer has not been terminated in connection accordance with the resignation provisions of this Section 2.2(g)) or termination (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer as servicer, prior to its termination such that the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred copies delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes copies of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.2(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s Collateral Custodian's appointment as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as the initial Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any is terminated following a Servicer shall have been terminated under Section 8.01Termination Event, the appointment of such Servicer the Collateral Custodian as custodian hereunder may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01Administrative Agent. As soon as practicable after any such resignation or termination of such appointment, the Servicer Administrative Agent shall deliver appoint a successor Collateral Custodian to be custodian of the Receivable Files and the accounts and records relating thereto and the Collateral Custodian shall, at its sole cost and expense, (i) deliver, or cause to be delivered, the Indenture Trustee Receivable Files and the related accounts and records maintained by the Collateral Custodian to such successor Collateral Custodian, or its agent or designee, as the Indenture Trustee’s agent case may be, at such place or places as such successor Collateral Custodian may reasonably designate and (ii) otherwise cooperate with the successor Collateral Custodian in affecting the termination of the rights and responsibilities of the predecessor Collateral Custodian under this Agreement. From and after the appointment of a successor Collateral Custodian, the predecessor Collateral Custodian shall continue to perform all custodial functions under this Agreement until the date specified by the Administrative Agent in writing or, if no such date is specified, until a date mutually agreed upon by the predecessor Collateral Custodian and the Administrative Agent. The Administrative Agent may, in its discretion, at the time described in immediately preceding sentence, appoint the Backup Servicer as the Indenture Trustee may reasonably designate; providedsuccessor Collateral Custodian hereunder, howeverand the Backup Servicer shall on such date assume all obligations of the Collateral Custodian hereunder, that and all authority and power of the predecessor Collateral Custodian under this Agreement shall pass to and be vested in the Backup Servicer. The Administrative Agent shall have the same rights of removal and termination for cause with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Backup Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred any other successor Collateral Custodian as with respect to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed DFC as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateCollateral Custodian.

Effective Period and Termination. (a) The Servicer’s appointment of the Servicer as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until for the term of the Trust unless terminated earlier pursuant to this SectionSection 3.6. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.018.1, the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders Majority Noteholders. The Indenture Trustee shall notify the Rating Agencies of any termination of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner Servicer's appointment as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under custodian pursuant to this Section 8.013.6. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) . The following procedures shall apply if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicerthe custodian has been terminated: (i) Upon payment in full of any Receivable, the custodian Servicer will notify the Indenture Trustee by an Officer's Certificate, substantially in the form of Exhibit A attached hereto, (which certification shall transfer such “authoritative copies” include a statement to the successor effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 5.2 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. (ii) From time to time as appropriate for servicing and enforcing any Receivable, the Indenture Trustee shall, upon written request of an officer of the Servicer and delivery to the Indenture Trustee of a receipt signed by such officer in a form satisfactory to the Indenture Trustee and substantially in the form of Exhibit B attached hereto, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer's receipt for a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Indenture Trustee when the Servicer's need for such Receivable and/or Receivable File has ceased unless the Receivable shall be liquidated or repurchased as described in Section 3.2, 4.2 or 4.7. (biii) otherwiseThe Indenture Trustee may rely and shall be protected when acting or refraining from acting upon any certificate, unless otherwise instructed request or receipt under this Section 3.6. (iv) The Indenture Trustee shall permit the Servicer access to the Receivables Files at all reasonable times during the Indenture Trustee's normal business hours. The Indenture Trustee shall, within two Business Days of the request of the Servicer, execute such documents and instruments as are prepared by the Servicer and delivered to the Indenture Trustee, as the Servicer deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Trust and any related Insurance Policies covering the Obligor, the Receivable or Financed Vehicle so long as such “authoritative copies” shall be transferred to the Indenture Trustee or execution in the Indenture Trustee’s designee's sole discretion does not conflict with this Agreement and will not cause it undue risk or liability. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the The Indenture Trustee or shall not be obligated to release any document from any Receivable File unless it receives a trust receipt from the Indenture Trustee’s designee at the place or places Servicer as the Indenture Trustee may reasonably designatedescribed in clause (ii) of this Section 3.6.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing [not less than 25% 50%] of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing [not less than 25% 50%] of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing [not less than 50%] of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing [not less than 50%] of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the [Initial] Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian hereunder shall become effective as of on the Cutoff Date date hereof and shall continue in full force and effect until terminated pursuant to this SectionSection 3.6 or until this Agreement shall be terminated. If World Omni shall resign as Upon the occurrence of a Servicer Default, ZVF or the Trustee may, in accordance with the provisions of this Agreement or if all Section 16.7 of the rights ZVF Lease and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders 8.7(c) of the Controlling Securities evidencing not less than 25% Base Indenture, terminate the Servicer and appoint a successor Servicer in respect of the Outstanding Amount of ZVF Vehicles; provided that no such termination shall become effective until a successor Servicer with respect to the Controlling Securities or, with ZVF Vehicles has been appointed and such successor Servicer has agreed in writing to assume the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations duties of the Servicer with respect to the ZVF Vehicle hereunder and under Section 8.01the other Related Documents. The parties hereto agree that the delivery by the Trustee and the Collateral Agent of a Fiserv Action Notice (as such term is defined in the Back-Up Disposition Agreement) in accordance with the terms of the Back-Up Disposition Agreement shall constitute a termination of the Servicer and an appointment of the Back-Up Disposition Agent (as such term is defined in the Back-Up Disposition Agent Agreement) as a successor Servicer in accordance with the terms of this Agreement, the ZVF Lease and the Indenture, for which no consent of the Trustee shall be required. As soon as practicable after any termination of such appointment, the Servicer shall shall, at its expense, deliver the Receivable Files all documents and records relating to the Indenture Trustee ZVF Vehicle Collateral, including, without limitation, the most recent Fleet Report, to such successor Servicer and to the General Secured Party or the Indenture TrusteeGeneral Secured Party’s agent at such place or places as the Indenture Trustee General Secured Party may reasonably designate; provided, however, that with respect to “authoritative copies” . If all of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment rights and obligations of Zipcar as custodian has Servicer under any Segregated Series Lease relating to a Segregated Collateral Agency Series shall have been terminated under the applicable section of such Segregated Series Lease, the appointment of Zipcar as Servicer in connection with respect of the resignation or termination ZVF Segregated Vehicles relating to such Segregated Series hereunder may be terminated by the applicable Segregated Series Secured Party in the same manner as the Segregated Series Secured Party may terminate the rights and obligations of the Servicer under the applicable section of such Segregated Series Lease. As soon as servicerpracticable after any termination of such appointment, the custodian shall transfer such “authoritative copies” Servicer shall, at its expense, deliver all documents and records relating to the successor Servicer or (b) otherwiserelated ZVF Segregated Series Vehicle Collateral, unless otherwise instructed by including, without limitation, the Indenture Trusteemost recent Fleet Report, such “authoritative copies” shall be transferred to the Indenture Trustee applicable Segregated Series Secured Party or the Indenture TrusteeSegregated Series Secured Party’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing agent at such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee applicable Segregated Series Secured Party may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment of the Servicer as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until for the term of the Trust unless terminated earlier pursuant to this SectionSection 3.6. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 8.5 or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.019.1, the appointment of such the Servicer and the Sub-Servicer as custodian may be terminated (1) by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities orMajority Certificateholders, in either case, with the consent of Holders the Certificate Insurer or (2) by the Certificate Insurer, by written notification to the Servicer. The Trustee with the consent of the Controlling Securities evidencing not less than 25% Certificate Insurer may, or at the direction of the Outstanding Amount Certificate Insurer, shall terminate the Servicer's appointment as custodian with cause at any time upon written notification to the Servicer, in which case the Sub-Servicer shall also be terminated as a custodian. The Trustee shall notify the Rating Agencies of any termination of the Controlling Securities, by the Owner Trustee, in the same manner Servicer's appointment as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under custodian pursuant to this Section 8.013.6. As soon as practicable after any termination of such appointment, the Servicer and the Sub-Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) . The following procedures shall apply if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicerthe custodian has been terminated: (i) Upon payment in full of any Receivable, the custodian Servicer will notify the Trustee by an Officers' Certificate (which certification shall transfer such “authoritative copies” include a statement to the successor effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 5.2 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. (ii) From time to time as appropriate for servicing and enforcing any Receivable, the Trustee shall, upon written request of an officer of the Servicer and delivery to the Trustee of a receipt signed by such officer in a form satisfactory to the Trustee, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer's receipt for a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Trustee when the Servicer's need for such Receivable and/or Receivable File has ceased unless the Receivable shall be liquidated or repurchased as described in Section 3.2, 4.2 or 4.7. (iii) The Trustee may rely and shall be protected when acting or refraining from acting upon any certificate, request or receipt under this Section 3.6. (iv) The Trustee shall permit the Servicer and the Certificate Insurer access to the Receivables Files at all reasonable times during the Trustee's normal business hours. The Trustee shall, within two Business Days of the request of the Servicer or (b) otherwisethe Certificate Insurer, unless otherwise instructed execute such documents and instruments as are prepared by the Indenture Servicer or the Certificate Insurer and delivered to the Trustee, such “authoritative copies” shall be transferred to as the Indenture Trustee Servicer or the Indenture Trustee’s designee. In each caseCertificate Insurer deems necessary to permit the Servicer, if necessaryin accordance with its customary servicing procedures, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as enforce the tangible authoritative copy that constitutes original tangible chattel paper for purposes Receivable on behalf of the UCCTrust and any related Insurance Policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Trustee's sole discretion does not conflict with this Agreement and will not cause it undue risk or liability. The Trustee shall deliver such tangible authoritative copy not be obligated to release any document from any Receivable File unless it receives a trust receipt from the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatedescribed in clause (ii) of this Section 3.6.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian may Custodian hereunder shall be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less more than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing more than 2550% of the Outstanding Amount of the Controlling SecuritiesAdjusted Certificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing more than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing more than 50% of the Adjusted Certificate Balance, shall terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee (or Owner Trustee, if no Notes are outstanding) shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2024-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative it shall (i) notify the Electronic Vault Provider of World Omni shall use commercially reasonable efforts the transfer of servicing responsibilities to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omnithe Back-up Servicer as Successor Servicer and, within this notice, reconfirm to the Electronic Vault Provider of the Electronic Vault Provider’s electronic vaulting system and causing a contract in tangible form to be printed continued appointment as the tangible authoritative copy that constitutes original tangible chattel paper “designated custodian” for purposes the limited purpose of exercising control (within the meaning of Section 9-105(b) of the UCC and under UETA and E-SIGN, as each such term is hereinafter defined) over the Electronic Contracts for Secured Party within the meaning of Section 9-105(b)(3) of the UCC, and shall deliver such tangible authoritative copy (ii) accept the transfer of possession of the Electronic Vault to the successor Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.8. If World Omni the Bank shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee Trustee, or by the Holders holders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount principal amount of the Controlling Securities orClass Outstanding (or if no Notes are Outstanding, with the consent by holders of Holders of the Controlling Securities Certificates evidencing not less than 25% a majority of the Outstanding Amount of the Controlling Securities, Percentage Interests evidenced by the Owner TrusteeCertificates), in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.017.1. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer’s appointment as custodian has been terminated , in connection with the resignation or termination its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Servicer as servicer, Issuer and the custodian shall transfer such “authoritative copies” to the successor Servicer Indenture Trustee or (b) otherwise, unless otherwise instructed by the Indenture Trustee, ’s agent or (ii) deliver copies of such “authoritative copies” shall be transferred copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee or by pursuant to the Holders Transaction Documents, at the written direction of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Note Balance of the Outstanding Amount Notes of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeRelevant Trustee at the direction of the Majority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files to and the Indenture Trustee or related accounts and records maintained by the Indenture Trustee’s agent Servicer at such place or places as the Indenture Trustee successor custodian may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer’s appointment as custodian has been terminated , in connection with the resignation or termination its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Servicer as servicerIssuer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to Grantor Trust and the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative agent (provided that the Servicer has not been terminated in accordance with the provisions of World Omni shall use commercially reasonable efforts this Section 2.1(g)) or (ii) deliver electronically authenticated original copies of such chattel paper such that the copy delivered to convert an a successor custodian agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, Receivable constituting electronic chattel paper. No such termination or resignation shall be given effect until a successor custodian has assumed the duties as custodian hereunder and shall deliver such tangible authoritative copy to in the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Issuer, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, howeverfrom and after the date of such termination, that and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Issuer, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseIssuer, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the Table of Contents “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Trust, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseTrust, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Trust, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. Any successor Custodian must be approved in writing by the Controlling Party. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseTrust, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2021-2A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s Subservicer's -------------------------------- appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni the Subservicer shall resign as Servicer in accordance with the provisions of this Agreement Subservicer under Section 6.05, or if all of the rights and obligations of any Servicer the Subservicer shall have been terminated under Section 8.017.02, the appointment of such Servicer the Subservicer as custodian hereunder may be terminated (i) by the Issuer, with the consent of the Indenture Trustee or and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, (ii) by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Note Balance or, with if the consent of Notes have been paid in full, by the Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount Certificate Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Controlling SecuritiesInsurer, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Insurer or (iv) so long as no Insurer Default shall have occurred and be continuing, by the Insurer, in each case by notice then given in writing to the same manner as Depositor, the Master Servicer, the Subservicer and the Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or such Holders may terminate the rights and obligations of the Servicer under Section 8.01Certificateholders). As soon as practicable after any termination of such appointment, the Subservicer shall deliver, or cause to be delivered, at the expense of the Master Servicer (unless the Subservicer is terminated for cause in which case the Subservicer shall deliver be responsible for the expense), the Receivable Files and the related accounts and records maintained by the Subservicer to the Indenture Trustee Trustee, the Indenture Trustee's agent or the Indenture Trustee’s agent 's designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate; provideddesignate or, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has Notes have been terminated paid in connection with the resignation or termination of the Servicer as servicerfull, the custodian shall transfer at such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed place as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent 's designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment as custodian hereunder shall become effective as of on the Cutoff Date date hereof and shall continue in full force and effect until terminated pursuant to this SectionSection 3.6 or until this Agreement shall be terminated. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Hertz as Servicer under the HVF Lease shall have been terminated under Section 8.0117 of the HVF Lease, the appointment of such Hertz as Servicer as custodian in respect of the HVF Vehicles hereunder may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, HVF General Secured Party in the same manner as the Indenture Trustee or such Holders HVF General Secured Party may terminate the rights and obligations of the Servicer under Section 8.0117 of the HVF Lease. As soon as practicable after any termination of such appointment, the Servicer shall shall, at its expense, deliver the Receivable Files all documents and records relating to the Indenture Trustee HVF Vehicle Collateral, including, without limitation, the most recent Fleet Report, to the HVF General Secured Party or the Indenture TrusteeHVF General Secured Party’s agent at such place or places as the Indenture Trustee HVF General Secured Party may reasonably designate; provided, however, that with respect to “authoritative copies” . If all of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment rights and obligations of Hertz as custodian has Servicer under any Segregated Series Lease relating to a Segregated Series of Notes shall have been terminated under the applicable section of such Segregated Series Lease, the appointment of Hertz as Servicer in connection with respect of the resignation or termination HVF Segregated Vehicles relating to such Segregated Series of Notes hereunder may be terminated by the applicable HVF Segregated Series Secured Party in the same manner as the HVF Segregated Series Secured Party may terminate the rights and obligations of the Servicer under the applicable section of such Segregated Series Lease. As soon as servicerpracticable after any termination of such appointment, the custodian shall transfer such “authoritative copies” Servicer shall, at its expense, deliver all documents and records relating to the successor Servicer or (b) otherwiserelated HVF Segregated Series Vehicle Collateral, unless otherwise instructed by including, without limitation, the Indenture Trusteemost recent Fleet Report, such “authoritative copies” shall be transferred to the Indenture Trustee applicable HVF Segregated Series Secured Party or the Indenture TrusteeHVF Segregated Series Secured Party’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing agent at such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee applicable HVF Segregated Series Secured Party may reasonably designate.

Effective Period and Termination. (a) The Servicer’s appointment -------------------------------- of the Master Servicer as custodian Custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Sectionfor so long as the Custodian shall remain the Master Servicer hereunder. If World Omni any Person acting as Master Servicer shall resign as Master Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Person acting as Master Servicer shall have been terminated under Section 8.016.01, the appointment of such Servicer Person as custodian may Custodian shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, simultaneously with the consent effectiveness of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee such resignation or such Holders may terminate the rights and obligations of the Servicer under Section 8.01termination. As soon as practicable on or after any resignation or termination of such appointmentappointment (and in any event within (i) 30 Business Days, with respect to the Servicer portion of the Student Loan Files consisting of electronic records and information, and (ii) 90 Business Days, with respect to the remaining portion of the Student Loan Files, in each case other than any Student Loan Files held by a Subcustodian), such Person shall deliver possession of the Receivable Student Loan Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided. The resigning or terminated Master Servicer will continue to hold the Student Loan Files as agent of the Indenture Trustee until the Student Loan Files are transferred. The termination of the Master Servicer as Custodian shall not, howeverabsent a breach by a Subcustodian of its Subservicing Agreement in accordance with the provisions thereof, that result in the termination of any such Subcustodian. (b) The appointment of a Subcustodian by the Master Servicer shall become effective as of the date specified in the related Subservicing Agreement and shall continue in full force and effect with respect to “authoritative copies” each such Subcustodian and its Related Student Loan Files for so long as such Subcustodian is a Subservicer of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment Student Loans related to such Student Loan Files. As soon as custodian has been terminated in connection with the resignation practicable on or after any termination of the Servicer as servicerappointment of any Subcustodian (and in any event within (i) 30 Business Days, with respect to that portion of the Related Student Loan Files consisting of electronic records and information, and (ii) 90 Business Days, with respect to the remaining portion of the Related Student Loan Files), the custodian Master Servicer shall transfer cause such “authoritative copies” terminated Subcustodian to deliver the Related Student Loan Files to the successor Master Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, at such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee Master Servicer may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2019-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access SALE AND SERVICING AGREEMENT to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2022-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities orNotes, with by the consent Owner Trustee or by Holders (other than the Seller or an affiliate thereof) of Holders of the Controlling Securities Certificates evidencing not less than 25% of the aggregate Outstanding Amount of the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of . Notwithstanding the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of National City Bank as custodian, the Indenture Trustee and the Owner Trustee agree that, upon any such termination and for so long as National City Bank remains the Servicer as servicerhereunder, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Owner Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for purposes the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the SALE AND SERVICING AGREEMENT 9 termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2021-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided, however, that with respect to “authoritative copies” . Notwithstanding any termination of the Receivables constituting “electronic chattel paper,” Servicer as Custodian hereunder (a) if the Servicer’s appointment as custodian has been terminated other than in connection with a termination resulting from the resignation or termination of Servicer, as such, pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as servicersuch pursuant to this Agreement, Indenture Trustee shall provide, or cause the custodian shall transfer such “authoritative copies” successor Custodian to provide, access to the successor Receivable Files to Servicer, at such times as Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.reasonably

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2024-2A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative it shall (i) notify the Electronic Vault Provider of World Omni shall use commercially reasonable efforts the transfer of servicing responsibilities to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omnithe Back-up Servicer as Successor Servicer and, within this notice, reconfirm to the Electronic Vault Provider of the Electronic Vault Provider’s electronic vaulting system and causing a contract in tangible form to be printed continued appointment as the tangible authoritative copy that constitutes original tangible chattel paper “designated custodian” for purposes the limited purpose of exercising control (within the meaning of Section 9-105(b) of the UCC and under UETA and E-SIGN, as each such term is hereinafter defined) over the Electronic Contracts for Secured Party within the meaning of Section 9-105(b)(3) of the UCC, and shall deliver such tangible authoritative copy (ii) accept the transfer of possession of the Electronic Vault to the successor Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.06 or until this Agreement shall be terminated. The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Contract Files as agent for the Servicer acting as custodian. Notwithstanding the appointment of any such agents, the Servicer shall remain responsible and liable for any failure in the performance of any duties and obligations hereunder that may be assigned to such agents. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement under Section 8.05 hereof or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.019.01 hereof, the appointment of such the Servicer as custodian may be terminated by the Insurer or, if the Insurer is no longer the Controlling Party, the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount aggregate outstanding principal balance of the Controlling Securities Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the consent of Owner Trustee or by the Holders of the Controlling Securities Certificates evidencing not less than 25% a majority of the Outstanding Amount Certificate Balance as of the Controlling Securities, by close of the Owner Trusteepreceding Distribution Date), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer may be terminated under Section 8.019.01 hereof. The Trust may terminate the Servicer's appointment as custodian at any time with cause upon written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Contract Files to the Indenture Trustee Trust or the Indenture Trustee’s Trust's agent at such place or places as the Indenture Trustee Trust may reasonably designate; provided, however, that . The Servicer shall cooperate with the Trust in making the transfer and shall bear all of the Servicer's costs and expenses with respect to “authoritative copies” such transfer, but the Trust shall bear the actual costs and expenses of packing and transporting the Receivables constituting “electronic chattel paper,” (a) if Contract Files to the Servicer’s appointment as custodian has been terminated in connection with location designated by the resignation or Trust. Notwithstanding the termination of the Servicer as servicercustodian, the custodian Trust agrees that upon any such termination, the Trust shall transfer such “authoritative copies” provide, or cause its agent to provide, access to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred Contract Files to the Indenture Trustee or Servicer for the Indenture Trustee’s designee. In each case, if necessary, an authorized representative purpose of World Omni shall use commercially reasonable efforts carrying out its duties and responsibilities with respect to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateContracts hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the 10 SALE AND SERVICING AGREEMENT appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2020-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent 's designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “"authoritative copies” " of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s 's appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “"authoritative copies” " to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “"authoritative copies” " shall be transferred to the Indenture Trustee or the Indenture Trustee’s 's designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS' electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s 's designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2022-2B SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. (a) The Servicer’s 's appointment as custodian of the Related Documents pursuant to Section 2.04 shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.09. If World Omni NationsCredit HES shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.01, the appointment of such the Servicer as custodian of the Related Documents may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, Certificate Insurer in the same manner as the Indenture Trustee or such Holders Certificate Insurer may terminate the rights and obligations of the Servicer under Section 8.017.01. As soon If a Trigger Event shall have occurred or as practicable after required by law, the Trustee, on behalf of the Trust Fund, shall terminate the Servicer's appointment as custodian of the Mortgage Files upon written notification to the Servicer. After any termination of such appointment, as promptly as practicable but in no event more than 60 days following such termination or such Trigger Event, NationsCredit HES shall, at its expense, (i) either (x) record an Assignment of Mortgage in favor of the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee (which may reasonably designate; provided, however, that be a blanket assignment if permitted by applicable law) with respect to “authoritative copies” each Mortgage Loan in the appropriate real property or other records or (y) deliver to the Trustee, or to a custodian acceptable to the Rating Agencies (as evidenced in writing) and the Certificate Insurer and appointed by the Trustee pursuant to written instructions of a Responsible Officer of the Receivables constituting “electronic chattel paper,” Trustee, the Assignment of Mortgage in favor of the Trustee in form for recordation, together with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trustee in the related Mortgage Loan, which Opinion of Counsel shall also be reasonably acceptable to each of the Rating Agencies (aas evidenced in writing) if and the Servicer’s appointment Certificate Insurer, and (ii) deliver the other Related Documents to the Trustee, or to a custodian acceptable to the Rating Agencies (as evidenced in writing) and the Certificate Insurer and appointed by the Trustee pursuant to written instructions of a Responsible Officer of the Trustee to be held by such custodian has been terminated on behalf of the Trustee, upon the terms set forth herein, for the use and benefit of all present and future Certificateholders, and such custodian on behalf of the Trustee shall retain possession thereof unless an Opinion of Counsel, reasonably acceptable to the Trustee, the Rating Agencies (as evidenced in connection with writing) and the resignation Certificate Insurer, is delivered to the Trustee and the Certificate Insurer to the effect that delivery of such other Related Documents is not necessary to protect the Trustee's right, title and interest in and to the related Mortgage Loans and unless the lack of delivery will not result in a reduction in the then current ratings of the Class A Certificates without regard to the Certificate Insurance Policy and the Trustee, or termination such custodian on behalf of the Trustee, shall retain possession thereof except to the extent the Servicer requires any of the Related Documents for normal servicing requirements. The Trustee is hereby appointed as the attorney-in-fact of the Servicer with the power to prepare, execute and record Assignments of Mortgage in the event that the Servicer fails to do so on a timely basis as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract provided in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatethis paragraph.

Effective Period and Termination. The Servicer’s Collateral Custodian's appointment as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as the initial Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any is terminated following a Servicer shall have been terminated under Section 8.01Termination Event, the appointment of such Servicer the Collateral Custodian as custodian hereunder may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01Administrative Agent. As soon as practicable after any such resignation or termination of such appointment, the Servicer Administrative Agent shall deliver appoint a successor Collateral Custodian to be custodian of the Receivable Files and the accounts and records relating thereto and the Collateral Custodian shall, at its sole cost and expense, (i) deliver, or cause to be delivered, the Indenture Trustee Receivable Files and the related accounts and records maintained by the Collateral Custodian to such successor Collateral Custodian, or its agent or designee, as the Indenture Trustee’s agent case may be, at such place or places as such successor Collateral Custodian may reasonably designate and (ii) otherwise cooperate with the successor Collateral Custodian in affecting the termination of the rights and responsibilities of the predecessor Collateral Custodian under this Agreement. From and after the appointment of a successor Collateral Custodian, the predecessor Collateral Custodian shall continue to perform all custodial functions under this Agreement until the date specified by the Administrative Agent in writing or, if no such date is specified, until a date mutually agreed upon by the predecessor Collateral Custodian and the Administrative Agent. The Administrative Agent may, in its discretion, at the time described in immediately preceding sentence, appoint the Backup Servicer as the Indenture Trustee may reasonably designate; providedsuccessor Collateral Custodian hereunder, howeverand the Backup Servicer shall on such date assume all obligations of the Collateral Custodian hereunder, that and all authority and power of the predecessor Collateral Custodian under this Agreement shall pass to and be DB1/ 139452285.4 116 154304283v7 vested in the Backup Servicer. The Administrative Agent shall have the same rights of removal and termination for cause with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Backup Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred any other successor Collateral Custodian as with respect to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed DFC as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateCollateral Custodian.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Issuer or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Issuer or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Issuer at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Trustee’s Issuer, as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Issuer, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment of the Servicer as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until for the term of the Trust unless terminated earlier pursuant to this SectionSection 3.6. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 8.5 or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.019.1, the appointment of such the Servicer and the Sub-Servicer as custodian may be terminated (1) by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities orMajority Certificateholders, in either case, with the consent of Holders the Certificate Insurer or (2) by the Certificate Insurer, by written notification to the Servicer. The Trustee with the consent of the Controlling Securities evidencing not less than 25% Certificate Insurer may, or at the direction of the Outstanding Amount Certificate Insurer shall, terminate the Servicer's appointment as custodian with cause at any time upon written notification to the Servicer, in which case the Sub-Servicer shall also be terminated as a custodian. The Trustee shall notify the Rating Agencies of any termination of the Controlling Securities, by the Owner Trustee, in the same manner Servicer's appointment as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under custodian pursuant to this Section 8.013.6. As soon as practicable after notice of any termination of such appointment, the Servicer and the Sub-Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) . The following procedures shall apply if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicerthe custodian has been terminated: (i) Upon payment in full of any Receivable, the custodian Servicer will notify the Trustee by an Officers' Certificate (which certification shall transfer such “authoritative copies” include a statement to the successor effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 5.2 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. (ii) From time to time as appropriate for servicing and enforcing any Receivable, the Trustee shall, upon written request of an officer of the Servicer or (b) otherwise, unless otherwise instructed and delivery to the Trustee of a receipt signed by such officer in a form satisfactory to the Indenture Trustee, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer's receipt for a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Trustee when the Servicer's need for such “authoritative copies” Receivable and/or Receivable File has ceased unless the Receivable shall be transferred to the Indenture Trustee liquidated or the Indenture Trustee’s designee. In each caserepurchased as described in Section 3.2, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer 4.2 or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate4.7.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders Notes of the Controlling Securities evidencing Class (or, if no Notes are then Outstanding, the Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less more than 2550% of the aggregate Outstanding Amount of the Controlling Securities orNotes (or if no Notes are then Outstanding, with the consent of Holders of the Controlling Securities evidencing not less Certificates representing more than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner TrusteeCertificate Balance), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing more than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates more than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior notice without cause, upon written notification to Servicer. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Owner Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated 3 Form of Servicing Agreement Table of Contents pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2019-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of subcustodian for each Loan with respect to which it is then acting in such appointmentcapacity. In the event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall deliver the Receivable Files promptly transfer to the Indenture Trustee Back-up Servicer or the Indenture Trustee’s agent at a successor Servicer, as applicable, in such place or places manner and to such location as the Indenture Trustee may Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Back-up Servicer is the successor Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” Back-up Servicer may elect to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to have the Indenture Trustee or hold the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract Contracts in tangible form to be printed as trust for the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateIssuer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSUBSECTION (H). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement SECTION 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01SECTION 8.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Controlling Securities or, with the consent of Holders Notes of the Controlling Securities evidencing Note Class (or, if no Notes are then Outstanding, the Holders of Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Percentage Interests), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01SECTION 8.1. The Indenture Trustee, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Percentage Interests, may terminate Servicer's appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to SECTION 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee or Owner Trustee, as applicable, shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.1(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.