EXHIBIT 99.1
RECEIVABLES PURCHASE AGREEMENT
by and between
WORLD OMNI FINANCIAL CORP.
and
WORLD OMNI AUTO RECEIVABLES LLC
Dated as of November 3, 2021
TABLE OF CONTENTS
Page No.
ARTICLE I Certain Definitions |
1 |
SECTION 1.01 |
Definitions |
1 |
|
|
|
ARTICLE II Conveyance of Receivables |
2 |
SECTION 2.01 |
Conveyance of Receivables |
2 |
SECTION 2.02 |
Purchase Price |
2 |
SECTION 2.03 |
Intention of Parties |
3 |
SECTION 2.04 |
The Closing |
3 |
|
|
|
ARTICLE III Representations and
Warranties |
3 |
SECTION 3.01 |
Representations and Warranties of WOAR |
3 |
SECTION 3.02 |
Representations and Warranties of World Omni |
4 |
|
|
|
ARTICLE IV Conditions |
5 |
SECTION 4.01 |
Conditions to Obligation of WOAR |
5 |
SECTION 4.02 |
Conditions to Obligation of World Omni |
6 |
|
|
|
ARTICLE V Covenants of World Omni |
7 |
SECTION 5.01 |
Protection of Right, Title and Interest |
7 |
SECTION 5.02 |
Other Liens or Interests |
7 |
SECTION 5.03 |
Indemnification |
8 |
SECTION 5.04 |
Access to Records |
8 |
SECTION 5.05 |
Credit Risk Retention |
8 |
|
|
|
ARTICLE VI Miscellaneous Provisions |
9 |
SECTION 6.01 |
Obligations of World Omni |
9 |
SECTION 6.02 |
Repurchase Events; Dispute Resolution |
9 |
SECTION 6.03 |
WOAR Assignment of Repurchased Receivables |
9 |
SECTION 6.04 |
The Trust |
9 |
SECTION 6.05 |
Amendment |
9 |
SECTION 6.06 |
Accountants’ Letters |
10 |
SECTION 6.07 |
Waivers |
10 |
SECTION 6.08 |
Notices |
10 |
SECTION 6.09 |
Costs and Expenses |
11 |
SECTION 6.10 |
Representations of World Omni and WOAR |
11 |
SECTION 6.11 |
Confidential Information |
11 |
SECTION 6.12 |
Headings and Cross-references |
11 |
SECTION 6.13 |
GOVERNING LAW |
11 |
SECTION 6.14 |
Counterparts; Electronic Signatures |
11 |
EXHIBIT A | |
Form of RPA Assignment |
| |
|
SCHEDULE I | |
Schedule of Receivables |
RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT
dated as of November 3, 2021, is between World Omni Financial Corp., a Florida corporation (“World Omni”), and
World Omni Auto Receivables LLC, a Delaware limited liability company (“WOAR”).
WHEREAS, in the regular course
of its business, World Omni has originated and purchased from motor vehicle dealers certain motor vehicle retail installment sale contracts
secured by new and used automobiles and light-duty trucks;
WHEREAS, WOAR wishes to purchase
on the date hereof certain Receivables and to transfer such Receivables to World Omni Auto Receivables Trust 2021-D (the “Trust”),
which will issue and transfer to WOAR the $200,000,000 Class A-1 0.11772% Asset-Backed Notes, Series 2021-D (the “Class A-1
Notes”), the $387,400,000 Class A-2 0.35% Asset-Backed Notes, Series 2021-D (the “Class A-2 Notes”),
the $387,400,000 Class A-3 0.81% Asset-Backed Notes, Series 2021-D (the “Class A-3 Notes”), the $121,600,000
Class A-4 1.10% Asset-Backed Notes, Series 2021-D (the “Class A-4 Notes”), the $34,530,000 Class B
1.52% Asset-Backed Notes, Series 2021-D (the “Class B Notes”) and the $17,270,000 Class C 1.72% Asset-Backed
Notes, Series 2021-D (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”), with the interest
and principal payments on the Notes to be secured by the Receivables, and issue and transfer to WOAR the Certificates representing fractional
undivided interests in the property of the Trust including the Receivables, subject to the rights of the Indenture Trustee on behalf
of the Noteholders;
WHEREAS, World Omni has agreed
to make certain representations and warranties relating to the Receivables and to pay certain expenses and amounts with respect hereto;
and
WHEREAS, World Omni and WOAR
wish to set forth the terms pursuant to which World Omni will sell the Receivables to WOAR.
NOW, THEREFORE, in consideration
of the foregoing, other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree
as follows:
ARTICLE I
Certain Definitions
SECTION 1.01 Definitions.
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned them in Part I
of Appendix A to the Sale and Servicing Agreement of even date herewith by and among the Trust, WOAR and World Omni, as Servicer,
as it may be amended, supplemented or modified from time to time. All references herein to “the Agreement” or “this
Agreement” are to this Receivables Purchase Agreement as it may be amended, supplemented or modified from time to time, the exhibits
hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections
and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction
set forth in Part II of such Appendix A shall be applicable to this Agreement.
ARTICLE II
Conveyance of Receivables
SECTION 2.01 Conveyance
of Receivables. In consideration of WOAR’s delivery to or upon the order of World Omni of the Purchase Price (as defined in
Section 2.02 below), World Omni does hereby sell, transfer, assign, set over and otherwise convey to WOAR, without recourse
(subject to the obligations of World Omni herein), on the Closing Date (the “Purchase Date”) pursuant to a written
assignment substantially in the form of Exhibit A (the “RPA Assignment”), all right, title and interest
of World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of
World Omni with respect to):
(a) the
Receivables identified in the Schedule of Receivables to the RPA Assignment (all of which are identified in World Omni’s computer
files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon
after the Cutoff Date;
(b) the
security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables identified in the
RPA Assignment and any other interest of World Omni in the Financed Vehicles;
(c) any
proceeds with respect to the Receivables identified in the RPA Assignment from claims on any physical damage, credit life or disability
insurance policies covering the Financed Vehicles or Obligors;
(d) any
Financed Vehicle that shall have secured a Receivable identified in the RPA Assignment and shall have been acquired by or on behalf of
World Omni, WOAR, or, upon the assignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust;
(e) all
“accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms
are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and
(f) the
proceeds of any and all of the foregoing; provided, however, that the foregoing items (a) through (f) shall
not include the Purchase Price.
SECTION 2.02 Purchase
Price. In consideration for the purchase of the Receivables and related assets pursuant to Section 2.01 hereof, WOAR
shall pay to World Omni on the Closing Date an amount equal to the aggregate Starting Principal Balances for such Receivables (with respect
to such Receivables, the “Purchase Price”) and World Omni shall execute and deliver to WOAR the RPA Assignment with
respect to such Receivables and related assets. On the Closing Date, a portion of such Purchase Price payable on such date equal to approximately
$1,142,798,091.13 shall be paid to World Omni in immediately available funds and the balance of the Purchase Price ($41,198,488.84)
shall be recorded as a capital contribution to WOAR from World Omni.
SECTION 2.03 Intention
of Parties. It is the intention of World Omni and WOAR that the assignment and transfer contemplated herein and by the RPA Assignment
shall constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of the
Receivables identified in the RPA Assignment and other property specified in Section 2.01 hereof, conveying good title thereto
free and clear of any liens and encumbrances, from World Omni to WOAR. However, in the event that such conveyance is deemed to be a pledge
to secure a loan (in spite of the express intent of the parties hereto that such conveyance constitutes, and shall be construed and treated
for all purposes, other than for tax purposes, as a true and complete sale), World Omni hereby grants to WOAR a first priority perfected
security interest in all of World Omni’s right, title and interest in, to and under the Receivables identified in the RPA Assignment
and other property specified in Section 2.01 hereof whether now existing or hereafter created to secure the loan deemed to
be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law.
SECTION 2.04 The
Closing. The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable
to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and
Servicing Agreement and (b) the Indenture.
ARTICLE III
Representations and Warranties
SECTION 3.01 Representations
and Warranties of WOAR. WOAR hereby represents and warrants to World Omni as of the Purchase Date:
(a) Organization
and Good Standing. WOAR has been duly organized and is validly existing as a limited liability company in good standing under the
laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right
to acquire and own the Receivables.
(b) Due
Qualification. WOAR is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all
necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its
business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals
would not have a material adverse effect on WOAR’s earnings, business affairs or business prospects.
(c) Power
and Authority. WOAR has the requisite power and authority to execute and deliver this Agreement and to carry out its terms, and the
execution, delivery and performance of this Agreement have been duly authorized by WOAR by all necessary action.
(d) No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
the limited liability company agreement of WOAR; (ii) breach, conflict with or violate any of the material terms or provisions of,
or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which WOAR is
a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than the Sale and Servicing Agreement, the Indenture and the Trust
Agreement); or (iv), to the best of WOAR’s knowledge, violate any order, rule or regulation applicable to WOAR of any court
or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over WOAR
or its properties except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts,
liens or violations that would not have a material adverse effect on WOAR’s earnings, business affairs or business prospects.
(e) No
Proceedings. To the best of WOAR’s knowledge, there are no proceedings or investigations pending or threatened, before any
court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over WOAR or its properties:
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated
by this Agreement, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect
the performance by WOAR of its obligations under, or the validity or enforceability of, this Agreement or (iv) which could reasonably
be expected to adversely affect the U.S. federal or state income tax attributes of the Notes or the Certificates.
SECTION 3.02 Representations
and Warranties of World Omni. (a) World Omni hereby represents and warrants to WOAR as of the Purchase Date:
(i) Organization
and Good Standing. World Omni has been duly organized and is validly existing as a corporation in good standing under the laws of
the State of Florida, with the power and authority to own its properties and to conduct its business as such properties are currently
owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right to acquire
and own the Receivables.
(ii) Due
Qualification. World Omni is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary
material licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business
shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not
have a material adverse effect on World Omni’s earnings, business affairs or business prospects.
(iii) Power
and Authority. World Omni has the corporate power and authority to execute and deliver this Agreement and to carry out its terms;
and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action.
(iv) No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
the articles of incorporation or bylaws of World Omni, (ii) breach, conflict with or violate any of the material terms or provisions
of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which World
Omni is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant
to the terms of any such indenture, agreement or other instrument (other than this Agreement); or (iv), to the best of World Omni’s
knowledge, violate any order, rule or regulation applicable to World Omni of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over World Omni or its properties except, in the case
of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not
have a material adverse effect on World Omni’s earnings, business affairs or business prospects.
(v) No
Proceedings. To World Omni’s best knowledge, there are no proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over World Omni or its properties: (A) asserting
the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement,
(C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by
World Omni of its obligations under or the validity or enforceability of, this Agreement or (D) relating to World Omni and which
could reasonably be expected to adversely affect the U.S. federal or state income tax characterization or attributes of the Issuing Entity,
the Notes or the Certificates.
(b) World
Omni agrees that the representations and warranties in this Section 3.02 shall be conveyed by WOAR to the Issuing Entity
under the Sale and Servicing Agreement, and pledged by the Issuing Entity to the Indenture Trustee under the Indenture. World Omni further
agrees that any such Person to whom such rights are conveyed may enforce any and all remedies for the breach thereof directly against
World Omni. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.
ARTICLE IV
Conditions
SECTION 4.01 Conditions
to Obligation of WOAR. The obligation of WOAR to purchase the Receivables on the Purchase Date is subject to the satisfaction of
the following conditions:
(a) Representations
and Warranties True. The representations and warranties of World Omni hereunder shall be true and correct in all material respects
on the Purchase Date, and World Omni shall have performed in all material respects all obligations to be performed by it hereunder on
or prior to the Purchase Date.
(b) Documents
To Be Delivered by World Omni.
(i) The
Assignment. On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.
(ii) Evidence
of UCC Filing. On or prior to the tenth day following the Purchase Date, World Omni shall record and file, at its own expense, a
UCC-1 financing statement in each jurisdiction required by applicable law, naming World Omni as depositor or debtor, and naming WOAR
as purchaser or secured party, describing the Receivables and the other property conveyed hereby, meeting the requirements of the laws
of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Receivables
to WOAR. World Omni shall deliver a file-stamped copy or other evidence satisfactory to WOAR of such filing to WOAR on or prior to the
tenth day following the Purchase Date.
(iii) Schedule
of Receivables. On or prior to the Purchase Date, World Omni shall deliver the Schedule of Receivables.
(iv) Other
Documents. World Omni shall deliver such other documents as WOAR may reasonably request.
(c) Sale
and Servicing Agreement. As a condition to the sale hereunder, World Omni agrees to make the representations and warranties to WOAR
in respect of the Receivables and the pool of Receivables set forth in Sections 3.01(a) and (b) of the Sale and Servicing Agreement,
and in that connection agrees to execute the Sale and Servicing Agreement. World Omni agrees that WOAR may rely on such representations
and warranties in accepting the Receivables.
(d) Other
Transactions. The transactions contemplated by the Sale and Servicing Agreement, the Indenture and the Trust Agreement to be consummated
on or prior to the Purchase Date shall be consummated on such date.
SECTION 4.02 Conditions
to Obligation of World Omni. The obligation of World Omni to sell the Receivables to WOAR on the Purchase Date is subject to the
satisfaction of the following conditions:
(a) Representations
and Warranties True. The representations and warranties of WOAR hereunder shall be true and correct in all material respects as of
the Purchase Date, and WOAR shall have performed in all material respects all obligations to be performed by it hereunder on or prior
to the Purchase Date.
(b) Receivables
Purchase Price. On the Purchase Date, WOAR shall have delivered to World Omni the Purchase Price to the extent provided in Section 2.02.
ARTICLE V
Covenants of World Omni
World Omni agrees with WOAR
as follows:
SECTION 5.01 Protection
of Right, Title and Interest.
(a) Filings.
World Omni shall cause all financing statements and continuation statements and any other necessary documents perfecting the right, title
and interest of World Omni and WOAR, respectively, in and to the Receivables and the other property conveyed hereby to be promptly filed
and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to
preserve and protect the right, title and interest of WOAR hereunder in and to the Receivables and the other property conveyed hereby.
World Omni hereby authorizes the filing of such financing statements and ratifies any such financing statements filed prior to the date
hereof. World Omni shall deliver to WOAR file stamped copies of, or filing receipts for, any document filed as provided above, as soon
as available following such filing.
(b) Name
Change. World Omni shall not change its name, identity or corporate structure in any manner that could reasonably be expected to
make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading
within the meaning of Section 9-506 of the UCC, unless it shall have given WOAR at least five days’ prior written notice thereof
and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
(c) Relocation.
World Omni shall give WOAR at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction
of formation if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or
new financing statement.
(d) Notice.
If at any time World Omni shall propose to sell, grant a security interest in, or otherwise transfer any interest in any Contract to
any prospective purchaser, lender or other transferee, World Omni shall give to such prospective purchaser, lender or other transferee
computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever
to any Receivable, shall indicate clearly that such Receivable has been sold to and is owned by WOAR.
SECTION 5.02 Other
Liens or Interests. Except for the conveyances hereunder and under the Sale and Servicing Agreement, the Indenture, the Trust Agreement
and the other Basic Documents, World Omni will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or
suffer to exist any Lien on, or any interest in, to or under the Receivables except for Liens that will be released contemporaneously
with the transfer of the Receivables from World Omni to WOAR, and World Omni shall defend the right, title and interest of WOAR in, to
and under the Receivables against all claims of third parties claiming through or under World Omni; provided, however,
that World Omni’s obligations under this Section shall terminate upon the termination of the Trust pursuant to the Trust Agreement.
SECTION 5.03 Indemnification.
World Omni shall indemnify WOAR for any liability resulting from (i) the failure of a Receivable to be originated in compliance
in all material respects with all requirements of applicable federal, state and local laws and regulations thereunder, including usury
laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act, the Federal Trade Commission Act, the Gramm Xxxxx Xxxxxx Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal Reserve Board’s
Regulations B and Z, and State adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer credit
laws and equal credit opportunity and disclosure laws and (ii) any breach of any of its representations and warranties contained
herein and any failure by World Omni to comply with its obligations under Sections 5.01 and 5.02 hereof, provided that
World Omni’s repurchase obligation as set forth in Section 3.02(b) of the Sale and Servicing Agreement for a breach
of representations and warranties set forth in Section 3.01(a) thereof is the sole remedy therefor, except with respect to
matters set forth in (i) above. These indemnity obligations shall be in addition to any obligation that World Omni may otherwise
have.
SECTION 5.04 Access
to Records. World Omni shall provide to the Asset Representations Reviewer access to its records and documents related to the Receivables
if the Asset Representations Reviewer is required to conduct a Review. Such access shall be afforded without charge, but only upon reasonable
request and during the normal business hours at the offices of World Omni. Nothing in this Section 5.04 shall affect the
obligation of World Omni to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of
World Omni to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.04.
SECTION 5.05 Credit
Risk Retention. World Omni shall comply in all material respects with all requirements imposed on the “sponsor” of the
“securitization transaction” (as each such term is defined in the Credit Risk Retention Rules) described in the Basic Documents
in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned
affiliate” (as such term is defined in the Credit Risk Retention Rules) of World Omni, the “eligible horizontal residual
interest” (as such term is defined in the Credit Risk Retention Rules) in such securitization transaction in accordance with the
Credit Risk Retention Rules and shall not, and shall cause its affiliates to not, sell, transfer, finance, pledge or hedge such
interest except as permitted under the Credit Risk Retention Rules, (ii) cause to be established and funded, in cash, the Reserve
Account, as an “eligible horizontal cash reserve account” (as such term is defined in the Credit Risk Retention Rules) and
(iii) satisfy the disclosure requirements set forth in the Credit Risk Retention Rules without any involvement from the underwriters.
ARTICLE VI
Miscellaneous Provisions
SECTION 6.01 Obligations
of World Omni. The obligations of World Omni under this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
SECTION 6.02 Repurchase
Events; Dispute Resolution.
(a) World
Omni agrees to repurchase Receivables materially and adversely affected by a breach of the representations and warranties set forth in
Section 3.01(a) of the Sale and Servicing Agreement, all in the manner set forth in Section 3.02(b) of such agreement
(each, a “Repurchase Event”), and in that connection agrees to execute the Sale and Servicing Agreement. This repurchase
obligation of World Omni shall constitute the sole remedy of WOAR, the Trust, the Indenture Trustee, the Noteholders, the Owner Trustee,
the Certificateholders or any other Person against World Omni with respect to any Repurchase Event.
(b) World
Omni agrees to cooperate with the Trust and the Requesting Party in any dispute resolution proceeding pursuant to, and be bound by the
dispute resolution terms in, Section 3.02(c) of the Sale and Servicing Agreement as if they were part of this Agreement.
SECTION 6.03 WOAR
Assignment of Repurchased Receivables. With respect to all Receivables repurchased by World Omni pursuant to this Agreement and the
Sale and Servicing Agreement, WOAR shall assign, without recourse, representation or warranty, to World Omni all WOAR’s right,
title and interest in and to such Receivables and all security and documents relating thereto.
SECTION 6.04 The
Trust. World Omni acknowledges and agrees that (a) WOAR will, pursuant to the Sale and Servicing Agreement, sell the Receivables
to the Trust and assign its rights under this Agreement to the Trust and (b) the Trust will, pursuant to the Indenture, grant the
Receivables and its rights under this Agreement and the Sale and Servicing Agreement to the Indenture Trustee on behalf of the Noteholders.
World Omni hereby consents to all such sales and assignments and agrees that the Trust or, if pursuant to the Indenture, the Indenture
Trustee, may exercise the rights of WOAR and enforce the obligations of World Omni hereunder directly and without the consent of WOAR.
SECTION 6.05 Amendment.
(a) This
Agreement may be amended from time to time, upon (i) satisfaction of the Rating Agency Condition or (ii) delivery by World
Omni of an Officer’s Certificate to the Issuing Entity, the Owner Trustee and the Indenture Trustee stating such amendment will
not materially and adversely affect the interest of any Noteholder or Certificateholder, by a written amendment duly executed and delivered
by World Omni and WOAR, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other
provision herein, or to add any other provision with respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement or the Sale and Servicing Agreement, the Trust Agreement or the Indenture or for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders or the Certificateholders in the Trust or Receivables.
(b) This
Agreement may also be amended by World Omni and WOAR, with the consent of the holders of Notes evidencing at least a majority of the
Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely,
as evidenced by an Officer’s Certificate of World Omni to that effect delivered to the Indenture Trustee by World Omni or (ii) satisfaction
of the Rating Agency Condition) and the holders of Certificates evidencing at least a majority of the percentage interest of the Certificates
(unless (i) the interests of the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate
of World Omni to that effect is delivered to the Owner Trustee by World Omni), for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders in the Trust or Receivables; provided, however, that no such amendment may (i) increase or reduce
in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are
required to be made for the benefit of Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the Notes and
Certificates that is required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates
affected thereby.
SECTION 6.06 Accountants’
Letters. World Omni will cooperate with WOAR and independent public accountants engaged by WOAR in making available all information
and taking all steps reasonably necessary to permit such independent accountants to complete any review required to deliver any negative
assurance or similar letter required to be delivered by it in connection with the Basic Documents.
SECTION 6.07 Waivers.
No failure or delay on the part of WOAR, or any assignee of WOAR, in exercising any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.
SECTION 6.08 Notices.
All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, or recognized overnight courier or by facsimile confirmed by delivery or mail as described above, and shall be deemed
to have been duly given upon receipt or by electronic mail (if designated by such party to the other parties) (a) in the case of
World Omni, to World Omni Financial Corp., 000 Xxx Xxxxx Xxxx., Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (000) 000-0000, Attention: Treasurer;
(b) in the case of WOAR, to World Omni Auto Receivables LLC, 000 Xxx Xxxxx Xxxx., Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (000) 000-0000,
Attention: Treasurer; and (c) in the case of the Rating Agencies, to WOAR who promptly shall post such notice to the website maintained
by WOAR for notifications to nationally recognized statistical ratings organizations; or, as to each of the foregoing, at such other
address or electronic mail address as shall be designated by written notice to the other parties; provided, that, the obligations
of World Omni and WOAR to deliver or provide any demand, delivery, notice, communication or instruction to any Person other than a Noteholder
shall be satisfied by World Omni or WOAR, as the case may be, making such demand, delivery, notice, communication or instruction available
at xxxxx://xxx.xxxxxxxxxx.xxx/, or such other website or distribution service or provider as World Omni or WOAR, as applicable, shall
designate by written notice to the other parties.
SECTION 6.09 Costs
and Expenses. World Omni shall pay all expenses incident to the performance of its obligations under this Agreement and all reasonable
and documented out-of-pocket costs and expenses of WOAR, excluding fees and expenses of counsel, in connection with the perfection as
against third parties of WOAR’s right, title and interest in and to the Receivables and the enforcement of any obligation of World
Omni hereunder.
SECTION 6.10 Representations
of World Omni and WOAR. The respective agreements, representations, warranties and other statements by World Omni and WOAR set forth
in or made pursuant to this Agreement or the RPA Assignment shall remain in full force and effect and will survive the sales and assignments
referred to in Section 6.04.
SECTION 6.11 Confidential
Information. WOAR agrees that it will neither use nor disclose to any Person the names and addresses of the Obligors, except in connection
with the enforcement of WOAR’s rights hereunder, under the Receivables, under the Sale and Servicing Agreement, the Indenture,
the Trust Agreement or any other Basic Document or as required by any of the foregoing or by law.
SECTION 6.12 Headings
and Cross-references. The various headings in this Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections
of this Agreement.
SECTION 6.13 GOVERNING
LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER OR THEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 6.14 Counterparts;
Electronic Signatures. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts,
each of which shall be an original, but all of which together shall constitute one and the same instrument. Each of the parties agree
that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, that any digital or
electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature
provider) appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability
and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Agreement and such other documents
may be made by facsimile, email or other electronic transmission.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers duly authorized as of the date and year first above written.
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WORLD OMNI AUTO RECEIVABLES LLC |
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Exhibit A
FORM OF RPA ASSIGNMENT
As of November 3, 2021,
for value received, in accordance with the Receivables Purchase Agreement dated as of the date hereof, between WORLD OMNI FINANCIAL CORP.
(“World Omni”) and WORLD OMNI AUTO RECEIVABLES LLC (“WOAR”), World Omni does hereby sell, assign,
transfer and otherwise convey unto WOAR, without recourse (subject to the obligations of World Omni in the Receivables Purchase Agreement),
all right, title and interest of World Omni in and to (but none of the obligations of World Omni with respect to): (a) the Receivables
identified on the Schedule of Receivables, attached hereto (all of which are identified in World Omni’s computer files by a code
indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon after the Cutoff
Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables
and any other interest of World Omni in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on
any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed
Vehicle that shall have secured a Receivable and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the assignment
contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (e) all “accounts,” “chattel paper,”
“general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from
time to time in effect) constituting or relating to the foregoing; and (f) the proceeds of any and all of the foregoing; provided,
however, that the foregoing items (a) through (f) shall not include the Purchase Price. The foregoing
sale does not constitute and is not intended to result in any assumption by WOAR of any obligation of the undersigned to the obligors,
insurers, dealers or any other person in connection with the Receivables, any insurance policies or any agreement or instrument relating
to any of them.
This RPA Assignment is made
pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Purchase
Agreement.
Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in the Receivables Purchase Agreement.
IN WITNESS WHEREOF, the undersigned
has caused this RPA Assignment to be duly executed as of the day and year first written above.
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SCHEDULE I
Schedule of Receivables
Documents on file at:
Xxxxxxxx & Xxxxx LLP
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000