(Commission File Number

of depositor)

(Central Index Key Number

of depositor)

World Omni Auto Receivables LLC

250 Jim Moran Blvd.

Deerfield Beach, Florida 33442

(954) 429-2200 

(Central Index Key Number

of sponsor)

Eric Gebhard, Treasurer

World Omni Auto Receivables LLC

250 Jim Moran Blvd.

Deerfield Beach, Florida 33442
(954) 429-2200 

Jeffrey S. O’Connor, P.C.

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654 

(312) 862-2000 

Reed D. Auerbach
Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178 

(212) 309-6000 

Title of Each Class of

Securities to be Registered 

Amount

to be
Registered 

Proposed
Maximum
Aggregate

Offering Price 

Amount of

Registration

Fee⁽¹⁾ 

[Class A-2[a/b]

Notes]

[[         ]%/Benchmark plus

[         ]%]

[[      ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[        ]%]

[[         ]%/Benchmark plus

[        ]%]

[[         ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[         ]%]

[[         ]%/Benchmark plus

[         ]%]

You should carefully consider the risk factors beginning on page 21 in this prospectus.

The notes are obligations of the issuing entity, World Omni [Select] Auto [Receivables] Trust 20[  ]-[   ], and are backed only by the assets of the issuing entity. The notes are not obligations of World Omni Auto Receivables LLC, World Omni Financial Corp., any of their affiliates or any governmental agency. 

Credit Enhancement

•                 [If the aggregate initial principal amount of the notes is $[  ],] a reserve account with an initial balance of $[      ]. [If the aggregate initial principal amount of the notes is $[  ], a. a reserve account with an initial balance of $[      ]]. [$[ ] of the reserve account required amount will be satisfied by a letter of credit issued by [         ].]

•                  Overcollateralization[, excluding the yield supplement overcollateralization amount,] to the extent built through the application of excess interest, up to a target level.

[•                A yield supplement overcollateralization amount.]

•                 Excess interest on the receivables.

[•                [The Class B Notes are subordinated to the Class A Notes.] [The Class C Notes are subordinated to the Class A Notes and the Class B Notes.] [The Class D Notes are subordinated to the Class A Notes, the Class B Notes and the Class C Notes.]] [The Class E Notes are subordinated to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.] [The Class F Notes are subordinated to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.]]]

[•                Interest rate [swap][cap] agreement[s] with respect to the Class [ ] Notes.]

Title of Each Class of Securities

to be Registered⁽²⁾

Amount to be

Registered^[(1)]

Proposed Maximum

Offering Price Per Unit⁽²⁾

Proposed Maximum

Aggregate Offering Price⁽²⁾

Amount of

Registration Fee^[(3)][(4)]

The Class B Notes[[,][and] the Class C Notes][[,][and] the Class D Notes][[,][and] the Class E Notes][and the Class F Notes][, respectively,] bear greater risks than the classes of notes with a prior alphabetical class designation because payments of interest on and principal of such classes of notes are subordinated, to the extent described in "Description of the Notes—Payments of Interest," "Description of the Notes—Payments of Principal" and "Description of the Trust Documents—Distributions" in this prospectus, to payments of interest[, if any,] on and principal of the classes of notes with a prior alphabetical class designation.

[The Class [ ] Notes will not bear an interest rate, and therefore interest will not accrue or be paid with respect to the Class [ ] Notes.] Interest payments on the Class B Notes[[,][and] the Class C Notes][[,][and] the Class D Notes][[,][and] the Class E Notes][and the Class F Notes][, respectively,] on each payment date will be subordinated [to servicing fees due to the servicer,] payments to the asset representations reviewer, if any, payments to the indenture trustee[, the grantor trust trustee] and owner trustee following an event of default and acceleration of the notes, and interest and principal payments on the classes of notes with a prior alphabetical class designation due on such payment date. In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default, no interest will be payable on the Class B Notes[[,][and] Class C Notes][[,][and] Class D Notes] [[,][and] Class E Notes][and the Class F Notes][, respectively,] until all principal of and interest[, if any,] on the classes of notes with a prior alphabetical class designation have been paid in full.

Because the principal of each class of notes generally will be paid sequentially, (i) classes of Class A Notes that have higher numerical class designations will be outstanding longer than classes of Class A Notes that have lower numerical class designations, and, therefore, will be exposed to greater risk of losses on the receivables during the periods after Class A Notes with lower numerical designations have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished and (ii) classes of notes that have a later alphabetical class designation will be outstanding longer than classes of notes with an earlier alphabetical class designation and, therefore, will be exposed to greater risk of losses on the receivables during periods after the classes of notes with earlier alphabetical class designations have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished.

[The allocation of the principal amount between any Class [ ][-[ ]]a Notes and any Class [ ][-[ ]]b Notes [and any Class A-2 Notes and any Class A-3 Notes] may not be determined until the day of pricing. Therefore, investors should not expect disclosure of these allocations prior to their entering into commitments to purchase these classes of notes.]

[The higher the initial principal amount of the floating rate Class [ ][-[ ]]b Notes, the greater the issuing entity’s exposure will be to increases in the floating rate payable on the Class [ ][-[ ]]b Notes. See “Risk Factors—The Issuing Entity May Issue Floating Rate Class [ ]-[ ]b Notes, but the Issuing Entity Will Not Enter into any Interest Rate Swaps and You May Suffer Losses on Your Notes if Interest Rates Rise” in this prospectus. Moreover, a reduction in liquidity in the secondary market for any Class [ ][-[ ]]a Notes or Class [ ][-[ ]]b Notes may result if the Class [ ][-[ ]]a Notes or Class [ ][-[ ]]b Notes, if any, have a small principal amount as compared to the Class [ ][-[ ]]b Notes or Class [ ][-[ ]]a Notes, respectively.]

[As described further in the “Description of the Trust Documents—Interest Rate [Swaps][Caps],” if the issuing entity issues any floating rate notes, it will enter into one or more interest rate [swaps][caps] because the receivables held by the issuing entity will bear interest at a fixed rate while [the Class [        ] Notes], if any, will bear interest at a floating rate based on [the applicable Benchmark].

[During any period in which the amount based on the floating [the applicable Benchmark]-based rate payable by the swap counterparty is substantially greater than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, if the interest rate swaps are terminated, the swap counterparty may be obligated to make a termination payment to the issuing entity, which could be substantial.][During any period in which the amount of interest on any class or tranche of floating rate notes based on the floating [the applicable Benchmark] rise above the strike level on the interest rate cap, the issuing entity will be more dependent on receiving payments from the cap counterparty in order to make payments on the notes.] If the [swap][cap] counterparty fails to pay any amount due to the issuing entity, you may experience delays and/or reductions in the interest and principal payments on your notes. If the swap counterparty fails to make a termination payment owing to the issuing entity, the issuing entity may not be able to enter into replacement interest rate swaps and to the extent that the interest rate on [the Class [        ] Notes] exceeds the fixed rate that the issuing entity would have been required to pay the swap counterparty under the interest rate swaps, the amount available to pay principal of and interest on the notes will be reduced.

During any period in which the amount based on the floating rate payable by the swap counterparty is less than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be obligated to make payments to the swap counterparty. In addition, if the interest rate swaps are terminated, the issuing entity may be obligated to make a termination payment to the swap counterparty, which could be substantial. The swap counterparty will have a claim on the assets of the issuing entity for the monthly swap payment amount due, if any, to the swap counterparty under the interest rate swaps. The swap counterparty’s claim other than with respect to termination payments may be higher than or equal in priority to payments on the notes. If there is a shortage of funds available on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.]

[The receivables bear interest at a fixed rate while any floating rate Class [      ] Notes will bear interest at a floating rate based on [the applicable Benchmark] plus the applicable spread. The issuing entity will not enter into any interest rate swaps or other derivative transactions in connection with the issuance of any floating rate Class [      ] Notes.

If the floating rate payable by the issuing entity in respect of any Class [      ] Notes is substantially greater than the fixed rate received on the receivables or the “required rate” approved by the rating agencies on the pool of receivables, the issuing entity may not have sufficient funds to make payments on the notes, including the Class [      ] Notes. If the issuing entity does not have sufficient funds to make required payments on the notes, you may experience delays or reductions in the interest and principal payments on your notes.

If [the applicable Benchmark] rises or other conditions change materially after the issuance of the notes, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on any Class [      ] Notes out of its generally available funds—not solely from funds that are dedicated to any Class [      ] Notes. Therefore, an increase in [the applicable Benchmark] would reduce the amounts available for distribution to holders of all notes, not just the holders of any Class [      ] Notes.]

The interest rate to be borne by the Class [  ]-[  ]b Notes is based on a spread over [the applicable Benchmark], which serves as [ ].

Changes in [the applicable Benchmark] will affect the rate at which the Class [  ]-[  ]b Notes accrue interest and the amount of interest payments on the Class [  ]-[  ]b Notes. If [the applicable Benchmark] decreases for an interest accrual period compared to the prior period, the rate at which the Class [  ]-[  ]b Notes accrue interest for such interest accrual period will be reduced by the amount by which [the applicable Benchmark] decreases, provided that the interest rate on the Class [  ]-[  ]b Notes for any interest accrual period will not be less than 0.00%. A negative [the applicable Benchmark] rate could result in the interest rate applied to the Class [  ]-[  ]b Notes decreasing to 0.00% for the related interest accrual period.

[The issuing entity has a [pre-funding account][accumulation account]. The depositor will purchase receivables from World Omni Financial Corp. and then sell the receivables to the issuing entity. The issuing entity will purchase the receivables with funds on deposit in the [pre-funding account][accumulation account].]

[You will receive as a prepayment of principal to you any amounts remaining in the [pre-funding account][accumulation account] that have not been used to purchase receivables [following the end of the revolving period]. This prepayment of principal could have the effect of shortening the weighted average life of your notes. The inability of the depositor to obtain receivables meeting the requirements for sale to the issuing entity will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on the notes.]

[This prospectus describes only the characteristics of the receivables in the initial pool as of the initial cutoff date. If there is a [funding period]/[revolving period], the final pool of receivables as of the end of the [funding period]/[revolving period] will contain receivables in addition to those included in the initial pool. As a result, the characteristics of the receivables in the final pool as of the end of the [funding period]/[revolving period] may differ from those of the initial pool as of the initial cutoff date.]

[Receivables originated or acquired by World Omni Financial Corp. after the initial cutoff date may be acquired based on acquisition criteria different from those that were applied to the receivables in the initial pool and may be of a different credit quality and seasoning, which could adversely affect the amount collected on the receivables. In addition, following the transfer of additional receivables to the issuing entity, the characteristics of the receivables, including the composition of the receivables, the distribution by contract rate, and geographic distribution may vary from those of the receivables in the initial pool. We refer you to “The Receivables Pool” in this prospectus. Since the weighted average life of the notes will be influenced by the rate at which the principal balances of the receivables are paid, some of these variations will affect the weighted average life of the notes. We refer you to “Prepayment and Yield Considerations–Weighted Average Life of the Securities” in this prospectus.]

[[During the revolving period, the issuing entity will not make payments of principal on the notes and, instead, the issuing entity will purchase additional receivables from the depositor.] [During the pre-funding period, the issuing entity will purchase subsequent receivables from the depositor.] The purchase of these additional receivables will lengthen the average life of the notes compared to a transaction without a [pre-funding period][revolving period]. However, [an unexpectedly high rate of collections on the receivables during the revolving period,] a significant decline in the number of receivables available for purchase or the inability of the depositor to acquire new receivables could affect the amount of additional receivables that the issuing entity is able to purchase. If the issuing entity is unable to reinvest the amounts available in the [pre-funding account][accumulation account] by the end of the [pre-funding period][revolving period], then the average life of the notes will shorten. You may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on the notes. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by you.]

The vehicles securing the receivables in the pool may be the subject of existing or future vehicle recalls. Obligors that own motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the receivables, you may experience delays in payments or principal losses on your notes.

We refer you to “The Receivables Pool—Distribution by Vehicle Model of the Receivables in the Pool as of the Cutoff Date” in this prospectus for concentrations of certain vehicle models securing the receivables.

In addition, prepayments may be higher than expected if obligors sell their vehicles due to concerns arising from a recall, regardless of whether such vehicle was affected by the recall. As a result, you may receive payment of principal on the notes earlier than you expected. See “Risk Factors—Risks Relating to the Notes and the Structure of the Transaction—Prepayment on Receivables Will Cause Prepayments on Your Notes” in this prospectus.

The servicer may, at its option, purchase all of the remaining receivables from the [issuing entity][grantor trust] on any payment date following the last day of any collection period during which the aggregate principal balance of the receivables is 10.00% or less of the aggregate starting principal balance of all receivables transferred to the [issuing entity][grantor trust].

If the servicer were to exercise its option to purchase the receivables, your notes [and certificates] would be redeemed and paid in full. As a result, you may receive principal on your notes [and distributions on your certificates] earlier than you expected. An optional redemption will shorten the life of the notes. Any reinvestment risks resulting from an optional redemption will be borne entirely by you. See “Prepayment and Yield Considerations—Weighted Average Life of the Securities” and “Description of the Notes—Redemption Upon Optional Purchase.”

[A substantial portion] of the receivables in the pool of receivables described in this prospectus are receivables of obligors with a [FICO® score][Vantage Score] below [  ], which may be the result of, among other things, a lack of or an adverse credit history, which may include a history of irregular unemployment, previous bankruptcy filings, repossessions of property, charged-off loans and/or garnishment of wages, low income levels and/or the inability to provide adequate down payments. While the sponsor’s underwriting guidelines were designed to establish that, notwithstanding such factors, a lower [FICO® score][Vantage Score] obligor would be a reasonable credit risk, the pool of receivables described in this prospectus will nonetheless likely experience higher delinquencies, default rates and net losses than a pool of receivables of obligors with higher [FICO® score][Vantage Score] obligors. In the event of such defaults, generally, the most practical alternative is repossession of the financed vehicle. As a result, losses on the receivables are anticipated from repossessions and foreclosure sales that do not yield sufficient proceeds to repay the receivables in full.

In addition, in deciding whether to extend credit to customers, World Omni Financial Corp. relies heavily on the information furnished to it by or on behalf of its customers, including employment and personal financial information. If World Omni Financial Corp. was unable to detect misrepresentation in a significant amount of customer information with respect to the receivables or its credit scoring did not properly quantify the credit risks associated with its obligors, the credit loss and delinquency rates on the receivables could be higher than anticipated.

Historical loss and delinquency information set forth in this prospectus under “The Receivables Pool” is affected by several variables, including general economic conditions and market interest rates, that are expected to differ in the immediate future, and are likely to differ in the longer term. Therefore, there can be no assurance that the net loss experience calculated and presented in this prospectus with respect to the sponsor’s portfolio of contracts or the static pool information presented in this prospectus with respect to the sponsor’s pools of similar vintage receivables will reflect actual experience with respect to the receivables in the pool of receivables described in this prospectus. There can be no assurance that the future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables in the pool described in this prospectus will be better or worse than that set forth in the static vintage pool information and historical delinquency and loss information contained in this prospectus.

[In addition, the sponsor’s managed portfolio information presented in this prospectus includes a disproportionate amount of receivables from obligors with a [FICO® score][Vantage Score] above [  ] and, as a result, such financial information demonstrates lower delinquencies and net losses than is expected for a portfolio of receivables predominantly from obligors with a [FICO® score][Vantage Score] below [  ].]

We have structured the transaction described in this prospectus in an effort to minimize the risk that: 

Any payments that are made by World Omni Financial Corp. to World Omni Auto Receivables LLC or the issuing entity may be recoverable as preferential transfers if made within one year before a World Omni Financial Corp. bankruptcy filing.

World Omni Financial Corp. could be the subject of cyber-attacks that may result in slow performance, loss or temporary unavailability of World Omni Financial Corp.’s data or information systems, including its core systems used to service the receivables. Security breaches or cyber-attacks involving World Omni Financial Corp.’s systems or facilities, or the systems or facilities of third-party providers, could expose World Omni Financial Corp. to a risk of loss of personal information of customers, employees and third parties or other confidential, proprietary or competitively sensitive information, business interruptions, regulatory scrutiny, actions and penalties, litigation, reputational harm, a loss of confidence, and other financial and non-financial costs, all of which could potentially have an adverse impact on World Omni Financial Corp.’s future business with current and potential customers, results of operations and financial condition.

If World Omni Financial Corp.’s security measures are circumvented by methods such as hacking, fraud, trickery or other forms of deception, that could result in the misappropriation of proprietary information or cause interruption in World Omni Financial Corp.’s operations, damage critical infrastructure, or ransomware. 

World Omni Financial Corp. may be required to expend capital and other resources to protect against, or remediate problems caused by, such security breaches or cyber-attacks .  Even if a failure of, or interruption in, World Omni Financial Corp.’s systems or facilities is resolved timely or an attempted cyber incident or other security breach is successfully avoided or thwarted, it may nevertheless require World Omni Financial Corp. to expend substantial resources or to take actions that could adversely affect customer satisfaction or behavior and expose World Omni Financial Corp. to reputational harm.

World Omni Financial Corp. may have increased cyber-security risks and increased vulnerability to security breaches and other information technology disruptions as a result of the COVID-19 pandemic and resulting increased remote work arrangements. World Omni Financial Corp. may not be able to anticipate or implement effective preventative measures against all security breaches, especially because in recent years perpetrators have been originating such attacks using increasingly sophisticated and frequently changing techniques.  The occurrence of any of these events could have a material adverse effect on World Omni Financial Corp.’s business, results of operations and financial condition, could adversely affect World Omni Financial Corp.’s ability to service the receivables under the servicing agreement and perform its other obligations under the other trust documents, and could have an adverse effect on your notes.

[To be revised as applicable to reflect updates at time of transaction: The COVID-19 pandemic has led, and may continue to lead, to unprecedented disruptions and volatility in the financial markets and general economic activity, as businesses and federal, state, and local governments have taken, and may continue to take broad actions intended to mitigate the public health crisis. World Omni Financial Corp. has implemented various measures, such as having personnel who are able to do so work remotely, that are intended to mitigate disruptions to its business and to help ensure continuity of customer support, servicing and other business functions.

Unprecedented increases in unemployment, decreases in consumer spending and reduced demand for certain products, including abrupt declines in new and used vehicle sales and downward pressure on used vehicle values, disruptions in global supply chains and shutdowns of manufacturing capacity in certain industries, including those of auto manufacturers, and decreases in liquidity of certain secondary markets, along with the various laws, regulations, executive orders, local ordinances and other guidance implemented to combat the effects of the pandemic could also have negative effects on the business of World Omni Financial Corp. Further, decreased or delayed new vehicle production, shortage of parts, components or raw materials, supply chain or logistic network disruptions, or other events and economic conditions resulting from the COVID-19 pandemic or other health pandemics may adversely impact World Omni Financial Corp.’s ability to originate new retail installment sale contracts.

Moreover, the federal, state or local governments have enacted, and may continue to enact, laws, regulations, executive orders or other guidance related to financial obligations such as the receivables, including allowing obligors to forgo making scheduled payments, requiring certain modifications or waiving certain fees, and some states have enacted certain measures which curtail the ability of creditors to exercise certain rights such as repossessions and liquidations of financed vehicles. These measures, if enacted or expanded could have a negative effect on the receivables and the business of World Omni Financial Corp.

Additionally, changes in the availability or cost of the long-term financing necessary to support the purchase of retail installment sale contracts could adversely affect results of operations of World Omni Financial Corp. World Omni Financial Corp. uses securitization programs to fund a substantial portion of the retail installment sale contracts purchased by World Omni Financial Corp. from dealers. Changes in the condition of the asset-backed securitization market could lead to higher costs to access funds or require World Omni Financial Corp. to seek alternative means to finance its purchase of retail installment sale contracts. In the event that the securitization market ceases to exist and there were no immediate alternative funding sources available, World Omni Financial Corp. might be forced to curtail its purchase of retail installment sale contracts for some period of time. The impact of reducing or curtailing World Omni Financial Corp.’s purchase of retail installment sale contracts could have a material adverse effect on the business, sales, results of operations and financial condition of World Omni Financial Corp. 

The ultimate impact of the COVID-19 pandemic on World Omni Financial Corp.’s business, servicing operations, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the ultimate duration and possible resurgence of the outbreak (including a resurgence due to more severe variants of COVID-19), its severity, the actions to contain the virus or treat its impact, the effectiveness of medical treatments and vaccines, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, World Omni Financial Corp. may continue to experience significant impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including any economic downturn or recession that has occurred or may occur in the future. Consequently, the ability of World Omni Financial Corp., including in its capacity as servicer, or other transaction parties to perform their respective obligations under the trust documents could be diminished by regulatory actions related to the COVID-19 pandemic and disruptions in the economy and the financial markets.

While the U.S. Federal Reserve, the broader U.S. government and other governments have implemented measures in response to concerns surrounding the economic effects of the COVID-19 pandemic, the likelihood of such measures calming the volatility in the financial markets or the occurrence of a longer-term national or global economic downturn cannot be predicted. It is unclear how many obligors have been and will continue to be adversely affected by the pandemic and related efforts by the government to slow the spread of COVID-19 throughout the nation. As discussed under “—The Return on Your Notes May Be Reduced Due to Varying Economic Circumstances and/or an Economic Downturn,” these occurrences could have a negative impact on the ability of obligors to make timely payments on the receivables.

While not anticipated, adverse events with respect to World Omni Financial Corp. or any of its affiliates could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer’s control, such as natural disasters, public health emergencies (including the COVID-19 pandemic or similar pandemics) and economic disruptions, particularly to the extent such events affected the servicer’s business or operations. For example, if significant portions of the servicer’s workforce are unable to work effectively as a result of the COVID-19 pandemic, including because of illness, stay-at-home orders, facility closures or ineffective remote work arrangements, there may be servicing disruptions, which could result in reduced collection effectiveness. In addition, if any other transaction party is unable to adequately perform its obligations under the trust documents for similar reasons, this may adversely impact the performance of the receivables and the timing and amount of distributions on the notes. Further, certain third-parties that World Omni Financial Corp. relies on to deliver products and services to support its business may be unable to fully perform in a timely manner, which could adversely impact World Omni Financial Corp.’s ability to operate its business or perform its obligations under the trust documents, or could cause a disruption in collection activities with respect to the receivables owned by the issuing entity.

Furthermore, as discussed under “World Omni Financial Corp.’s Automobile Finance Business—Servicing” and “Description of the Trust Documents—Servicing Procedures” to the extent an economic downturn results in increased delinquencies and defaults by obligors on the receivables due to financial hardship or otherwise, the servicer may implement a range of actions with respect to affected obligors and the related receivables to extend or modify the payment schedule consistent with the servicer’s customary servicing procedures[, subject to limitations regarding permitted modifications]. [To be revised as applicable to reflect updates at time of transaction: The servicer had experienced a greater demand for extensions related to the COVID-19 pandemic and such extensions were granted where appropriate. Any receivable for which the servicer’s records as of the cutoff date indicate that the related obligor received an extension (whether for reasons related or unrelated to the COVID-19 pandemic), and has not made at least one payment subsequent to such extension, has been excluded from the receivables pool.]

To the extent the COVID-19 pandemic continues to adversely affect the United States economy (including the ability of obligors to make timely payments on the receivables), financial markets or the business or operations of World Omni Financial Corp., it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the ability of obligors to make timely payments on the receivables, used vehicle values, the performance, market value, credit ratings and secondary market liquidity of your notes, and risks of geographic concentration of the obligors.

Because a pandemic such as COVID-19 is unprecedented in recent years, historical loss experience set forth in this prospectus under “Delinquencies, Repossessions and Net Losses” and [“Static Pool Information About Certain Previous Vintage Origination Years and Prior Securitized Pools”] may not accurately predict the performance of the receivables in the receivables pool. All of the foregoing could have a negative impact on the performance of the receivables and, as a result, you may experience delays in payments or losses on your notes.] 

Economic conditions in the states where obligors reside may affect delinquencies, losses and prepayments on the receivables. Economic conditions that may affect payments on the receivables include:

·         unemployment,

·         fuel prices,

·         declines in home values,

·         interest rates,

·         inflation rates,

·         consumer perceptions of the economy, and

·         effects of pandemics [(including the COVID-19 pandemic)] and natural catastrophes.

Adverse economic conditions [(including due to the COVID-19 pandemic)] in a state where a large number of obligors are located could have a disproportionately significant effect on the delinquency, loss or repossession experience of the receivables. The consequences of a significant economic downturn, including high unemployment and continued lack of availability of credit, may lead to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining market value of the vehicles securing the receivables, which could increase the amount of a loss if the receivable defaults. These negative conditions could also have an effect on the timing and amount of principal and interest payments on your notes and you may suffer a loss. As of the [initial] cutoff date, World Omni Financial Corp.’s records indicate that the billing addresses of the obligors of the receivables in the [initial] pool were concentrated in [the Five-State Area]. Economic conditions as a result of an economic downturn [(including due to the COVID-19 pandemic)] in [the Five-State Area], including a decline in home values, may affect payments on the receivables from obligors residing in those states. The occurrence of hurricanes, pandemics [(including the COVID-19 pandemic)] or geological disasters in those states may adversely affect receivables located in those states. In addition, we may be unable to accurately assess the effect of natural disasters, such as hurricanes and tornadoes, pandemics [(including the COVID-19 pandemic)], or geological disasters, such as oil spills or other similar events, on the economy or on the receivables in those states. [To be inserted if applicable — For any state or other geographic region where 10% or more of the pool assets are or will be located, description of any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows.] The effect of natural disasters, such as hurricanes and tornadoes, pandemics [(including the COVID-19 pandemic)], or geological disasters, such as oil spills or other similar events, on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence in the economy and general market liquidity. Investors should consider the possible effects of delinquency, default and prepayment experience of the receivables because any adverse impact as a result of an economic downturn, hurricane, tornado, pandemic [(including the COVID-19 pandemic)] or human-caused event or any similar event may be borne by the noteholders. We refer you to “The Receivables Pool—Distribution by Geographic Location of the Receivables in the [Initial] Pool as of the [Initial] Cutoff Date” in this prospectus.

The notes will not be listed on any securities exchange. Therefore, in order to sell your notes, you will need to find a willing buyer. The underwriters may, but are not obligated to, provide a secondary market for the offered notes. Accordingly, no assurance can be given that a market will develop or, if one does develop, that it will provide you with liquidity of investment or continue for the life of your notes. 

Major disruptions in the global financial markets could result in significant reductions in liquidity in the secondary market for asset-backed securities. Periods of illiquidity could affect the secondary market, thereby adversely affecting the market value of your notes and your ability to locate a willing purchaser. Furthermore, the global financial markets could experience increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to disruption of the credit markets in the United States. [Moreover, the global economic slowdown resulting from the COVID-19 pandemic had created and may in the future lead to disruptions and uncertainty in global financial markets, including the secondary market for asset-backed securities.] Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment.

The UK has withdrawn from the European Union (“EU”) (such withdrawal being commonly referred to as “Brexit”) and is no longer subject to EU law. A trade and cooperation agreement governing the future relationship between the UK and the EU became effective on May 1, 2021. There remains considerable uncertainty surrounding the implications and implementation of the ongoing relationship between the UK and the EU following Brexit (including the details of how it will be conducted, how trade relations may develop, whether it will have a negative impact on the UK or the broader global economy and the impact on the value of the British pound). Brexit creates an uncertain political, legal and economic environment in the UK and potentially across the member states of the EU and in global markets for the foreseeable future. That uncertainty may in turn adversely impact the liquidity and/or market value of the notes.

Recently, the United States had experienced severe and unprecedented economic slowdown that may adversely affect the performance of the receivables and the performance and market value of your notes. A further deterioration in economic conditions and certain economic factors [(including due to the COVID-19 pandemic)] could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. Economic conditions could deteriorate in connection with an economic downturn, high interest rates, inflation, volatile gasoline and oil prices, housing price declines, tariffs and other trade protection measures, terrorist events, extreme weather conditions or other events. As a result of any deterioration of economic conditions, you may experience payment delays and losses on your notes. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated.

In addition, a general economic downturn [(including due to the COVID-19 pandemic)] may adversely affect the performance of the receivables. During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. High levels of unemployment, low levels of consumer confidence in the economy and a general reduction in the availability of credit may lead to increased delinquencies and defaults by obligors. Further, these periods may also be accompanied by decreased consumer demand for motor vehicles and declining values of motor vehicles securing outstanding motor vehicle retail installment sale contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant increases in the inventory of used motor vehicles during periods of economic slowdown or recession may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of these sales.

[Further, in response to the COVID-19 pandemic, many motor vehicle finance companies, including World Omni Financial Corp., had temporarily suspended certain involuntary repossession activities. In accordance with state specific guidelines and other applicable law, World Omni Financial Corp. has reinitiated vehicle repossession activities. In addition, used car auctions were temporarily closed in certain localities in response to government mandates, which caused a delay in recoveries. Used car auctions have resumed; however, if a vehicle is repossessed while the used car auction market is not fully functioning, the sale proceeds for such vehicle may be lower than expected, resulting in increased losses that may result in losses on your notes.]

New tariffs and evolving trade policy between the United States and other countries could also adversely affect economic conditions and the performance of the receivables.

No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the receivables[, however, because a substantial amount of receivables are from obligors with a [FICO® score][Vantage Score] below 650, the actual rates of delinquencies, defaults, repossessions and losses on the receivables are expected to be higher than those experienced in the general automobile finance industry and may be affected to a greater extent during an economic downturn].

[The Offered Notes May Not Be Suitable Investments for Certain Environmentally or Sustainability Focused Investors.]

[World Omni Financial Corp.’s ability to acquire new retail installment sales contracts financing [Toyota branded] motor vehicles which meet certain eligibility criteria for certain environmentally- or sustainability-related purposes will depend on the availability of such motor vehicles and market conditions, including supply chain disruptions. No assurance is given by the issuing entity[[,] the grantor trust[,]] the depositor, the sponsor, any underwriter or any other party to the transaction described in this prospectus that the pool of receivables will satisfy (or will continue to satisfy) the eligibility criteria, whether in whole or in part, any present or future investor expectations, requirements, standards, or other investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulation or by its own by-laws or other governing rules or investment portfolio mandates, ratings mandates or criteria, standards, or other independent expectations, including with regard to any direct or indirect environmental, sustainability or social impact of any investment in the notes or the use of the related net proceeds by World Omni Financial Corp.

[It will not be a breach of representation and warranty nor an event of default under the indenture or any other transaction document if a pool of retail installment sales contracts fail to meet the investment criteria of any particular investor.] However, the investment requirements of certain environmentally or sustainability focused investors may adversely affect the value and trading price of the notes, and may have consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose.]

[There is currently no clear definition (legal, regulatory or otherwise) of, or market consensus as to what constitutes, a “green,” “sustainable,” or other equivalently labeled investment or use of proceeds, or as to what precise attributes are required for an investment or use of proceeds to be defined as “green,” “sustainable,” or such other equivalent label, nor can any assurance be given that a clear definition or consensus will develop over time.  Therefore no assurance can be provided to potential investors that the notes or the use of the net proceeds from the sale of the notes, as described in this prospectus, will meet any or all investor expectations regarding such “green,” sustainable,” or other equivalently labeled objectives.

No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification of World Omni Financial Corp. or any third-party (whether or not solicited by the issuing entity, World Omni Financial Corp. or any of its affiliates) in this prospectus. For the avoidance of doubt, any such opinion or certification is not, nor shall be deemed to be, incorporated in and/or form part of this prospectus. Any such opinion or certification is not, nor should be deemed to be, a recommendation by World Omni Financial Corp. or any other person to buy, sell or hold the offered notes. Any such opinion or certification is only current as of the date that opinion or certification was initially issued.  Prospective investors must determine for themselves the relevance of any such opinion or certification, the information contained therein, and the provider of such opinion or certification for the purpose of any investment in the notes. Any withdrawal of any such opinion or certification or any additional opinion or certification may have a material adverse effect on the value of the offered notes or result in adverse consequences for certain investors with mandates to invest in securities to be used for a particular purpose.] 

[The effects of climate change and the ongoing efforts to mitigate its impact may have a negative effect on World Omni Financial Corp., including through climate change-related legislation and regulation, adverse changes to the physical environment and public perception of greenhouse gas emissions from petroleum powered vehicles. The auto industry, in particular, is subject to regulations which attempt to address concerns regarding the environment, including global climate change and its impact. The precise implications of those actions, as well as future efforts, are uncertain, but could adversely impact the business operations and financial condition of manufacturers, suppliers and other interdependent market participants in the auto industry, including auto finance companies such as World Omni Financial Corp. World Omni Financial Corp.’s ability to acquire new retail installment sales contracts financing [Toyota branded] motor vehicles which meet certain eligibility criteria for certain environmentally- or sustainability-related purposes, or comply with applicable rules and regulations, will depend on the availability of such motor vehicles and market conditions, including supply chain disruptions.

Significant physical effects of climate change, such as extreme weather and natural disasters, may affect manufacturers, suppliers and other interdependent market participants in the auto industry, including World Omni Financial Corp. and the obligors on the receivables. For example, obligors living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their receivables. The auto dealerships in the Five State Area and physical auctions that facilitate the origination of the receivables and disposition of the financed vehicles are also subject to disruption as a result of extreme weather and natural disasters. In addition, extreme weather and natural disasters may have industry- or economy-wide effects due to the interdependence of market actors. For additional information, see See “Risk Factors—Risks Relating to Economic Conditions and Other External Factors— The Geographic Concentration and Performance of the Receivables May Increase the Risk of Loss on Your Investment.”

The effects of climate change could adversely affect the performance of the receivables, the market value of the finance vehicles, the credit rating of World Omni Financial Corp. or the ability of World Omni Financial Corp., as sponsor, to honor its commitment to repurchase [or substitute] receivables due to breaches of representations or warranties, and, as servicer, to service the receivables or purchase [or substitute] receivables due to certain servicer modifications, which could result in losses on your notes. For information with respect to World Omni Financial Corp.’s efforts regarding climate change, see “World Omni Financial Corp.’s Automobile Finance Business—Corporate Responsibility” in this prospectus.]

[The issuing entity will take the position that its income will not be treated as effectively connected to a United States trade or business and each certificateholder that is also a [Non-U.S. Person] is required to certify that such income is not effectively connected to a United States trade or business of such [Non-U.S. Person]. Accordingly, the issuing entity will not withhold based on the income allocable to a [Non-U.S. Person] certificateholder. If a taxing authority successfully asserts that the income of the issuing entity is effectively connected to a United States trade or business or a [Non-U.S. Person] certificateholder treats the income as effectively connected to a United States trade or business, the issuing entity could be required to withhold based on the net income allocable to a [Non-U.S. Person] certificateholder. Such withholding may limit the amount of cash available to the issuing entity to make distributions to the investors in the notes.

The issuing entity will take the position that state and local income taxes do not need to be withheld from distributions to certificateholders with respect to receivables originated (or currently located) in such jurisdictions.  If a state or local taxing authority determines that such withholding is required by the issuing entity, or that tax, interest or penalties are owed by the issuing entity or tax matters partner, the issuing entity will be required to withhold such amounts from distributions to certificateholders.  Any amounts withheld could reduce the distributions otherwise payable to the investors in the notes].

Article 5 of the EU Securitisation Regulation places certain due diligence requirements (the “EU Investor Due Diligence Requirements”) on investments in ‘securitisations’ (as defined in the EU Securitisation Regulation) by an “institutional investor,” defined in the EU Securitisation Regulation to include: (a) an insurance undertaking as defined in Directive 2009/138/EC, as amended, known as Solvency II; (b) a reinsurance undertaking as defined in Solvency II; (c) with certain exceptions, an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341, or an investment manager or an authorized entity appointed by such an institution for occupational retirement provision as provided in that Directive; (d) an alternative investment fund manager as defined in Directive 2011/61/EU that manages and/or markets alternative investment funds in the EU; (e) an undertaking for collective investment in transferable securities (“UCITS”) management company, as defined in Directive 2009/65/EC, as amended, known as the UCITS Directive, or an internally managed UCITS, which is an investment company that is authorized in accordance with that Directive and has not designated such a management company for its management; and (f) a credit institution or an investment firm, as defined in and for the purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (the “EU CRR”). Pursuant to Article 14 of the EU CRR, the EU Investor Due Diligence Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the EU CRR (such affiliates, together with all such institutional investors, the “EU Affected Investors”).

The EU Investor Due Diligence Requirements provide that, prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the EU Securitisation Regulation), an EU Affected Investor, other than the originator, sponsor or original lender (each as defined in the EU Securitisation Regulation) must, among other things: (1) verify that: (a) where the originator or original lender is established in a third country (that is, not within the EU), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (b) if established in such a third country, the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the EU Securitisation Regulation, and discloses the risk retention to EU Affected Investors; and (c) the originator, sponsor or special purpose securitisation entity (“SSPE”) has, where applicable, made available the information required by Article 7 of the EU Securitisation Regulation (which sets out transparency requirements for originators, sponsors and SSPEs) in accordance with the frequency and modalities provided for in such Article; and (2) carry out a due-diligence assessment which enables the EU Affected Investor to assess the risks involved, considering at least (a) the risk characteristics of the securitisation position and the underlying exposures, and (b) all the structural features of the securitisation that can materially impact the performance of the securitisation position.

The EU Investor Due Diligence Requirements also provide that, while holding a securitisation position, an EU Affected Investor must: (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitisation position and of the underlying exposures; (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures; (c) ensure internal reporting to its management body to enable adequate management of material risks; and (d) be able to demonstrate to its regulatory authorities that it has a comprehensive and thorough understanding of the securitisation position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitisation position and maintaining records of the foregoing verifications and due diligence and other relevant information.

It remains unclear what is and will be required for EU Affected Investors to demonstrate compliance with certain aspects of the EU Investor Due Diligence Requirements.

The EU Securitisation Regulation imposes a direct obligation on the originator, sponsor or original lender of a securitisation to retain a material net economic interest in the securitisation of not less than 5% (the “EU Risk Retention Requirements”). Certain aspects of the EU Risk Retention Requirements are to be further specified in regulatory technical standards to be adopted by the European Commission as delegated regulations. The EBA published a draft of those regulatory technical standards on July 31, 2018 (the “2018 Draft RTS”) and, following certain amendments to the EU Securitisation Regulation, on June 30, 2021 published a consultation paper with amended draft regulatory technical standards in relation to risk retention. However, such regulatory technical standards have not yet been finalized and, consequently, have not yet been adopted by the European Commission or published in final form. Pending their implementation, pursuant to Article 43(7) of the EU Securitisation Regulation certain provisions of Delegated Regulation (EU) No. 625/2014 (the “CRR RTS”) shall continue to apply in respect of the EU Risk Retention Requirements.

The EU Securitisation Regulation is silent as to the jurisdictional scope of the EU Risk Retention Requirements and, consequently, whether, for example, they impose a direct obligation upon U.S. established entities, such as World Omni. However, the explanatory memorandum to the original European Commission proposal for a securitisation regulation implies that the direct obligation would not apply where none of the originator, sponsor or original lender is established in the EU, and this interpretation is supported by the EBA’s "Feedback on the public consultation" section of the 2018 Draft RTS, where it said: “The EBA agrees however that a "direct" obligation should apply only to originators, sponsors and original lenders established in the EU as suggested by the European Commission in the explanatory memorandum”. This interpretation (the “EBA Guidance Interpretation”) is, however, non-binding and not legally enforceable.

Notwithstanding the above, on the closing date, the sponsor will, as “originator” within the meaning of the EU Securitisation Rules, i.e., the entity which itself or through related entities was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposures being securitized, being the receivables, agree to retain, on an ongoing basis while the notes remain outstanding, a material net economic interest in the securitisation transaction described in this prospectus, and to take certain other actions, all in the manner, and on the terms, summarized in “EU and UK Risk Retention” in this prospectus.

The EU Securitisation Rules provide that an entity shall not be considered an “originator” within the meaning of such rules if it has been established or operates for the sole purpose of securitizing exposures. In this regard, see, in particular, “World Omni Financial Corp.’s Automobile Finance Business” in this prospectus for information with regard to the Sponsor’s business and related operations.

With regard to World Omni Financial Corp.’s credit-granting criteria and processes, see “World Omni Financial Corp.’s Automobile Finance Business—Underwriting” in this prospectus.

Article 7 of the EU Securitisation Regulation requires that the “originator”, “sponsor” and “SSPE” (as those terms are defined in the EU Securitisation Regulation), makes certain prescribed information relating to the relevant securitisation available to investors, competent authorities and, upon request, to potential investors. Such prescribed information includes quarterly asset-level reporting and quarterly investor reporting using a specified form of reporting template. The EU Securitisation Regulation does not explicitly specify the jurisdictional scope of the application of Article 7. As such, the application of Article 7 of the EU Securitisation Regulation to the issuing entity, the depositor, the sponsor or any other party to the transaction is not certain. None of the issuing entity, the depositor, the sponsor or any other party related to the transaction described herein or any of their respective affiliates undertakes to make available to investors the prescribed information relating to the issuance of the notes (or to provide any such information in the prescribed form) provided for in Article 7 of the EU Securitisation Regulation.

With respect to the UK, relevant UK-established or UK-regulated persons (as described below) are subject to the restrictions and obligations of Regulation (EU) 2017/2402 as it forms part of the domestic law of the UK by operation of the EUWA, and as amended by the Securitisation Amendment) (EU Exit) Regulations 2019 (and as further amended from time to time, the “UK Securitisation Regulation”, and together with the EU Securitisation Regulation, the “Securitisation Regulations”). The UK Securitisation Regulation, together with (a) all applicable binding technical standards made under the UK Securitisation Regulation, (b) any EU regulatory technical standards or implementing technical standards relating to the EU Securitisation Regulation (including such regulatory technical standards or implementing technical standards which are applicable pursuant to any transitional provisions of the EU Securitisation Regulation) forming part of the domestic law of the UK by operation of the EUWA), (c) all relevant guidance, policy statements or directions relating to the application of the UK Securitisation Regulation (or any binding technical standards) published by the Financial Conduct Authority (the “FCA”) and/or the Prudential Regulation Authority (the “PRA”) (or their successors), (d) any guidelines relating to the application of the EU Securitisation Regulation which are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitisation Regulation by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitisation Regulation, in each case, as may be further amended, supplemented or replaced, from time to time, are referred to in this prospectus as the “UK Securitisation Rules”, and together with the EU Securitisation Rules, the “Securitisation Rules”).

Article 5 of the UK Securitisation Regulation places certain due diligence requirements (the “UK Investor Due Diligence Requirements” and, together with the EU Investor Due Diligence Requirements, the “Investor Due Diligence Requirements” (and references in this prospectus to “the applicable Investor Due Diligence Requirements” shall mean such Investor Due Diligence Requirements to which a particular Affected Investor is subject)) on investments in “securitisations” (as defined in the UK Securitisation Regulation) by an “institutional investor”, defined in the UK Securitisation Regulation to include: (a) an insurance undertaking as defined in section 417(1) of the FSMA; (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an AIFM (as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulations 2013) which markets or manages AIFs (as defined in regulation 3 of those Regulations) in the UK; (e) a management company as defined in section 237(2) of the FSMA; (f) a UCITS as defined by section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA; and (g) a CRR firm as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013, as it forms part of the domestic law of the UK by virtue of the EUWA. The UK Investor Due Diligence Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of such CRR firms (such affiliates, together with all such institutional investors, “UK Affected Investors”, and together with EU Affected Investors, “Affected Investors”).

The UK Investor Due Diligence Requirements provide that, prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the UK Securitisation Regulation), a UK Affected Investor, other than the originator, sponsor or original lender (each as defined in the UK Securitisation Regulation) must, among other things: (1) verify that: (a) where the originator or original lender is established in a third country (i.e. not within the UK), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (b) if established in such a third country, the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the UK Securitisation Regulation, and discloses the risk retention to UK Affected Investors; and (c) if established in such a third country, the originator, sponsor or SSPE has, where applicable, made available information which is substantially the same as that which it would have made available under Article 7 of the UK Securitisation Regulation (which sets out transparency requirements for originators, sponsors and SSPEs) if it had been established in the UK and has done so with such frequency and modalities as are substantially the same as those with which it would have made such information available if it had been established in the UK; and (2) carry out a due-diligence assessment which enables the UK Affected Investor to assess the risks involved, considering at least (a) the risk characteristics of the securitisation position and the underlying exposures, and (b) all the structural features of the securitisation that can materially impact the performance of the securitisation position.

The UK Investor Due Diligence Requirements also provide that, while holding a securitisation position, a UK Affected Investor must: (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitisation position and of the underlying exposures; (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures; (c) ensure internal reporting to its management body to enable adequate management of material risks; and (d) be able to demonstrate to its regulatory authority that it has a comprehensive and thorough understanding of the securitisation position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitisation position and maintaining records of the foregoing verifications and due diligence and other relevant information.

Certain temporary transitional arrangements are in effect, pursuant to directions made by the relevant UK regulators, with regard to the UK Investor Due Diligence Requirements. Under such arrangements, until March 31, 2022, subject to applicable conditions and in certain respects, a UK Affected Investor may be permitted to comply with a provision of the EU Securitisation Regulation to which it would have been subject before the UK Securitisation Regulation came into effect, in place of a corresponding provision of the UK Securitisation Regulation. Notwithstanding the above, prospective investors that are UK Affected Investors should note the differences in the wording, as between the EU Investor Due Diligence Requirements and the UK Investor Due Diligence Requirements, with respect to the provision of information on the underlying exposures and investor reports. There remains considerable uncertainty as to how UK Affected Investors should ensure compliance with certain aspects of the UK Investor Due Diligence Requirements, including in relation to the verification of disclosure of information and whether the information provided to the noteholders in relation to the securitisation constituted by the issuance of the Notes is or will be sufficient to meet such requirements, and also what view the relevant UK regulators might take.

Article 6 of the UK Securitisation Regulation imposes a direct obligation on the originator, sponsor or original lender of a securitisation to retain a material net economic interest in the securitisation of not less than 5% (the “UK Risk Retention Requirements”). Certain aspects of the UK Risk Retention Requirements may be further specified in technical standards to be made by the FCA and the PRA, acting jointly. Pursuant to Article 43(7) of the UK Securitisation Regulation, until these regulatory technical standards apply, certain provisions of CRR RTS, as they form part of the domestic law of the UK by operation of the EUWA, continue to apply in respect of the UK Risk Retention Requirements.

Similarly to the position under the EU Securitisation Regulation as regards the EU Risk Retention Requirements (see above), the UK Securitisation Regulation is silent as to the jurisdictional scope of the UK Risk Retention Requirements and, consequently, whether, for example, they impose a direct obligation upon U.S.-established entities, such as World Omni. Although the wording of the UK Securitisation Regulation with regard to the UK Risk Retention Requirements is similar to that of the EU Securitisation Regulation with regard to the EU Risk Retention Requirements, such that the EBA Guidance Interpretation may be indicative of the position likely to be taken by the UK regulators in the future, the EBA Guidance Interpretation is non-binding and not legally enforceable.

Notwithstanding the above, on the closing date, the sponsor will, as “originator” within the meaning of the UK Securitisation Rules, i.e., the entity which itself or through related entities was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposures being securitized, being the receivables, agree to retain, on an ongoing basis while the notes remain outstanding, a material net economic interest in the securitisation transaction described in this prospectus, and to take certain other actions, all in the manner, and on the terms, summarized in “EU and UK Risk Retention” in this prospectus.

The UK Securitisation Regulation provides that an entity shall not be considered an “originator” within the meaning thereof if it has been established or operates for the sole purpose of securitizing exposures. In this regard, see, in particular, “World Omni Financial Corp.’s Automobile Finance Business” in this prospectus for information with regard to the Sponsor’s business and related operations.

With regard to World Omni Financial Corp.’s credit-granting criteria and processes, see “World Omni Financial Corp.’s Automobile Finance Business—Underwriting” in this prospectus.

Article 7 of the UK Securitisation Regulation requires that the “originator”, “sponsor” and “SSPE” (as those terms are defined in the UK Securitisation Regulation), makes certain prescribed information relating to the relevant securitisation available to investors, competent authorities and, upon request, to potential investors. Such prescribed information includes quarterly asset-level reporting and quarterly investor reporting using a specified form of reporting template. The UK Securitisation Regulation does not explicitly specify the jurisdictional scope of the application of Article 7. As such, the application of Article 7 of the UK Securitisation Regulation to the issuing entity, the depositor, the sponsor or any other party to the transaction is not certain. None of the issuing entity, the depositor, the sponsor or any other party related to the transaction described herein or any of their respective affiliates undertakes to make available to investors the prescribed information relating to the issuance of the notes (or to provide any such information in the prescribed form) provided for in Article 7 of the UK Securitisation Regulation.

The securitization transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of the Securitization Regulations. Further, except as described herein, no party to the transaction described in this prospectus is required by the transaction documents, or intends, to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the Securitisation Rules, or to take any other action for the purposes of, or in connection with, facilitating or enabling compliance by any person with the applicable Investor Due Diligence Requirements and/or any corresponding national measures that may be relevant.

Each prospective investor in the notes that is an Affected Investor should independently assess and determine whether, and to what extent, the agreement by World Omni to retain the Retained Interest as described in this prospectus and the information provided in this prospectus, in the monthly reports to investors or otherwise to be provided to noteholders, are or will be sufficient for the purposes of such prospective investor’s compliance with the applicable Investor Due Diligence Requirements and/or any corresponding national measures that may be relevant and/or with any other applicable legal, regulatory or other requirements.

Prospective investors that are Affected Investors should be aware that the interpretation of the applicable Investor Due Diligence Requirements remains uncertain and that supervisory authorities and national and other regulators may have different views as to how the applicable Investor Due Diligence Requirements should be interpreted, and those views are still evolving.

None of World Omni Financial Corp., the depositor, the issuing entity[[,] the grantor trust[,]] the underwriters, the indenture trustee, the owner trustee[[,] the grantor trust trustee[,]] nor any other party to the transactions described in this prospectus, nor any of their respective affiliates: (a) makes any representation that the agreement by World Omni Financial Corp. to retain the Retained Interest as described in this prospectus or any information provided in this prospectus, in the monthly reports to investors or otherwise to be provided to noteholders, are or will be sufficient in all circumstances for the purposes of any noteholder’s or prospective investor’s compliance with the applicable Investor Due Diligence Requirements and/or any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements, or that the structure of the notes, World Omni (including its agreement to retain the Retained Interest) and the transactions described herein are otherwise compliant with the Securitisation Rules; or (b) will have any liability to any person with respect to any deficiency in such agreement or any such information, or with respect to any noteholder’s or prospective investor’s failure or inability to comply with the applicable Investor Due Diligence Requirements and/or any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements (other than, in each case, any liability arising under a transaction document as a result of a breach by such person of that transaction document).

Any failure by an Affected Investor to comply with the applicable Investor Due Diligence Requirements with respect to an investment in the offered notes may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions by the competent authority of such Affected Investor. The Securitisation Rules and any changes to the regulation or regulatory treatment of the notes for some or all investors may negatively impact the regulatory position of noteholders or prospective investors and have an adverse impact on the value and liquidity of the notes. Prospective investors should analyze their own regulatory position and are encouraged to consult with their own investment and legal advisors, regarding application of, and compliance with, any applicable Investor Due Diligence Requirements or other applicable regulations and the suitability of the offered notes for investment.]

[None of the sponsor, the depositor, the servicer, the issuing entity or the underwriters, their respective affiliates nor any other party to the transactions described in this prospectus makes any representation or agreement that it intends or is required under the transaction documents to retain a material net economic interest in the securitization constituted by the issuance of the [notes][securities] in a manner that would satisfy the requirements of (i) the EU Securitisation Regulation or (ii) the UK Securitisation Regulation.

None of the sponsor, the depositor, the servicer, the issuing entity or the underwriters, their respective affiliates nor any other party to the transactions described in this prospectus undertakes to take any other action or refrain from taking any action prescribed or contemplated in, or for purposes of, or in connection with, compliance by any investor with any requirement of, the EU Securitisation Regulation or the UK Securitisation Regulation.

The arrangements described under “U.S. Credit Risk Retention” have not been structured with the objective of ensuring compliance with the requirements of the EU Securitisation Regulation or the UK Securitisation Regulation by any person. Consequently, the notes may not be a suitable investment for investors who are subject to the EU Securitisation Regulation or the UK Securitisation Regulation. As a result, the price and liquidity of the notes in the secondary market may be adversely affected.

Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own investment and legal advisors regarding the suitability of the notes for investment and the scope, applicability of, and compliance with the EU Securitisation Regulation, the UK Securitisation Regulation and any other existing or future similar regimes in any relevant jurisdictions or other applicable regulations.

The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which includes World Omni Financial Corp.

The CFPB has broad supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions. In this capacity, the CFPB can examine such covered entities for compliance with federal consumer financial protection laws and has authority to order remediation of violations in a number of ways, including imposing civil monetary penalties and requiring such entities to provide customer restitution and to improve their compliance management systems.  On August 31, 2015, World Omni Financial Corp. became subject to the CFPB's supervisory authority when the CFPB's final rule over "larger participants" in the auto finance industry took effect.  Such supervisory authority allows the CFPB to conduct comprehensive and rigorous examinations to assess compliance with consumer financial protection laws, which could result in enforcement actions, regulatory fines and mandated changes to World Omni Financial Corp.'s business products, policies and procedures.

Two of the primary purposes of the CFPB are to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from discrimination and unfair, deceptive and abusive acts or practices ("UDAAP"). CFPB regulation, inquiries and related enforcement actions, including the CFPB's application of UDAAP principles and supervision of World Omni Financial Corp. by the CFPB, may increase World Omni Financial Corp.'s compliance costs, require changes in World Omni Financial Corp.'s business practices, affect World Omni Financial Corp.'s competitiveness, impair World Omni Financial Corp.'s profitability, harm World Omni Financial Corp.'s reputation or otherwise adversely affect World Omni Financial Corp.'s business.

The CFPB and the Federal Trade Commission (the “FTC”) have broad authority to investigate the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities. The CFPB may review the actions of indirect auto finance companies with regard to pricing and other activities and the CFPB has previously taken action against, and entered into settlements with, several such companies under applicable federal or state consumer protection laws. See “Some Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus. The CFPB has investigated banks and finance companies over the sale and financing of extended warranties and other add-on products. Both the FTC and CFPB have previously taken various enforcement actions against lenders and finance companies involving significant penalties, cease and desist orders and similar remedies that, if applicable to auto finance providers and the type of products, services and operations offered by World Omni Financial Corp., may require it to cease or alter certain business practices, which could have a material adverse effect on its financial condition and results of operations. If any of World Omni Financial Corp.’s practices were found to violate the Equal Credit Opportunity Act or other laws and if World Omni Financial Corp. had knowledge of such violation when it sold the receivables under the sale and servicing agreement, World Omni Financial Corp. could be obligated to repurchase from the [issuing entity][grantor trust] [or substitute] any related receivables that fail to comply with law as described under “Description of the Trust Documents—Sale and Assignment of Receivables” in this prospectus. In addition, World Omni Financial Corp., the depositor[,][or] the issuing entity [or the grantor trust] could become subject to claims by the obligors on those contracts, and any relief granted by a court could potentially adversely affect the issuing entity.

Recently, the CFPB issued two final federal debt collection rules. Both of the final rules became effective in November 2021. Among other things, the new rules impose limits on the ability of debt collectors to make debt collection phone calls to consumers. While the rules limit their applicability to third-party debt collectors which may directly impact the independent contractors retained by World Omni Financial Corp. to perform collection services, World Omni Financial Corp. itself may also be required to comply with their requirements. It is unclear what effect, if any, the new debt collection rules will have on the receivables or the servicer's practices, procedures and other servicing activities relating to the receivables or if such impact could reduce the associated recoveries. The timing and impact of the new rules on World Omni Financial Corp.’s business remain uncertain.

The Dodd-Frank Act increases the regulation of the securitization markets. For example, it requires securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It also gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations promulgated under the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as World Omni Financial Corp. or its affiliates. No assurance can be given that these new requirements imposed by the Dodd-Frank Act, or any subsequent implementing regulations, bulletins or other guidance, will not have a significant impact on the servicing of the receivables, on the regulation and supervision of World Omni Financial Corp., as an originator or servicer, the depositor, the issuing entity [, the grantor trust] or their respective affiliates.

Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to World Omni Financial Corp. or its affiliates, including the depositor[,][and] the issuing entity [and the grantor trust]. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—Potential Applicability to World Omni Financial Corp., the Depositor and the Issuing Entity” in this prospectus.

If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of World Omni Financial Corp., the depositor or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. World Omni Financial Corp. has structured the transfers of the receivables to the depositor and the issuing entity as a valid and complete sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of World Omni Financial Corp. Any attempt by the FDIC to recharacterize the transfer of the receivables as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entity were to become subject to OLA, the FDIC may repudiate the debt of the issuing entity and the noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under OLA” in this prospectus.

In addition, and also assuming that the FDIC were appointed receiver of World Omni Financial Corp., the depositor[,][or] the issuing entity [or the grantor trust] under OLA, the FDIC could avoid transfers of receivables that are deemed “preferential.” Under one potential interpretation of OLA, the FDIC could avoid World Omni Financial Corp.’s transfer of receivables to the depositor perfected merely by the filing of a UCC financing statement. If the transfer were voided as a preference under OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables. Although the FDIC has issued a final rule to the effect that the preference provisions of OLA should be interpreted in a manner consistent with those of the Bankruptcy Code, the application of the provisions remains uncertain. See “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under OLA” in this prospectus.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the “CARES Act,” was signed into law by the President of the United States. The CARES Act is extensive legislation adopted to address the COVID-19 pandemic, and it includes various provisions intended to help consumers, such as new requirements affecting credit reporting, direct payments to workers, and unemployment relief. However, the CARES Act is a complex and extensive legislation and as a result, the potential impact of the CARES Act and its implementing regulations on financial institutions and other nonbank financial companies, such as World Omni Financial Corp., its affiliates, or consumers, such as the obligors of the receivables, is not fully known. Furthermore, it is unknown what effect, if any, the expiration, modification, extension or renewal of certain of these governmental measures, or other similar legislation, may have on the ability of the obligors to make timely payments on the receivables. Additionally, compliance with the implementing regulations under the CARES Act may impose costs on, or create operational constraints for, World Omni Financial Corp. and may have an adverse impact on the ability of the servicer to effectively service the receivables.

World Omni Financial Corp. is subject to federal and state regulation and may see restrictions on pricing and enforcement proceedings through the Dodd-Frank Wall Street Reform and Consumer Protection Act, other similar legislation or future legislation. There can be no assurance that new requirements, or any subsequent implementing regulations, bulletins or other guidance, will not have an adverse impact on the servicing of the receivables, on World Omni Financial Corp.'s securitization programs or on the regulation and supervision of World Omni Financial Corp., the depositor or the issuing entity. The potential impact of such legislation and resulting regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on our ability to expand product and service offerings due to stricter consumer protection laws and regulations.

Compliance with applicable law is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to World Omni Financial Corp.’s reputation, brand and valued customer relationships.

Federal and state consumer protection laws regulate the creation, collection and enforcement of retail installment sale contracts. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws.  These laws may also make an assignee of a retail installment sale contract, such as the [issuing entity][grantor trust], liable to the obligor for any violation by the lender or the initial creditor and may also affect an assignee's ability to enforce its rights related to a retail installment sale contract.  World Omni Financial Corp. will make representations and warranties that, to the best of its knowledge, each receivable complies with all requirements of applicable law in all material respects at the time it was originated. If any such representation or warranty proves incorrect, has certain material and adverse effects on the receivable, and is not timely cured, World Omni Financial Corp. will be required to repurchase [or substitute] any affected receivable. To the extent World Omni Financial Corp. fails to make such repurchase payment [or substitution] or the [issuing entity][grantor trust] suffers a loss as a result of a violation of consumer protection laws, you may suffer a loss on your investment in the notes. Pursuant to the receivables purchase agreement, World Omni Financial Corp. will also indemnify the depositor, who will assign all its right, title and interests under the receivables purchase agreement to the issuing entity, for any liability resulting from 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. For more information regarding consumer protection laws, we refer you to "Some Legal Aspects of the Receivables—Consumer Protection Laws."

The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence in the economy and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables and the financed vehicles.

In some circumstances, the Servicemembers Civil Relief Act and similar state legislation may limit the interest payable on a receivable during an obligor’s active military duty. This legislation could adversely affect the ability of the servicer to collect full amounts of interest on these receivables as well as to foreclose on an affected receivable during the obligor’s period of active military duty. This legislation may thus cause delays and losses in payments to holders of the notes.

We refer you to “Some Legal Aspects of the Receivables—Consumer Protection Laws.”

Many federal and state laws, including the Uniform Commercial Code, govern the transfer of the receivables by World Omni Financial Corp. to the depositor[,][and] by the depositor to the issuing entity [and by the issuing entity to the grantor trust], the perfection of the security interests in the receivables and the enforcement of security interests in the financed vehicles.

Upon the origination or acquisition of a receivable, the originating dealer will have commenced appropriate actions that would result in notation of World Omni Financial Corp.’s security interest in the financed vehicle on the related certificate of title. In connection with each sale of receivables, World Omni Financial Corp. will assign its security interests in the financed vehicles to the depositor[,][and] the depositor will assign its security interests to the issuing entity [and the issuing entity will assign its security interests to the grantor trust][the issuing entity will also pledge all of its assets including the grantor trust certificate to the indenture trustee]. Due to the administrative burden and expense of retitling each of the financed vehicles, neither World Omni Financial Corp. nor the depositor will amend or reissue the certificates of title to the financed vehicles to reflect the assignments. In the absence of an amendment or reissuance, the issuing entity [the grantor trust] may not have a perfected security interest in the financed vehicles securing the receivables in some states. World Omni Financial Corp. will be obligated to repurchase [or substitute] any receivable sold to the issuing entity [grantor trust] which did not have a perfected security interest in the name of World Omni Financial Corp. in the financed vehicle on the closing date. World Omni Financial Corp. will also be obligated to purchase any receivable sold to the issuing entity [grantor trust] as to which it failed to maintain a perfected security interest in the name of World Omni Financial Corp. in the financed vehicle securing the receivable. All repurchases [or substitutions] by World Omni Financial Corp. are limited to breaches that materially and adversely affect the receivable, subject to the expiration of the applicable cure period. If the security interest of World Omni Financial Corp. is perfected, the issuing entity [grantor trust] generally will have a prior claim over subsequent purchasers of the financed vehicle and holders of subsequently perfected security interests.

Due to factors including liens for repairs of a financed vehicle or for unpaid taxes of an obligor, the [issuing entity][grantor trust] could lose the priority of its security interest in a financed vehicle. Neither World Omni Financial Corp. nor the servicer will have any obligation to purchase a receivable if these liens result in the loss of the priority of the security interest in the financed vehicle after the issuance of notes by the issuing entity. Generally, no action will be taken to perfect the rights of the indenture trustee in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the [issuing entity][grantor trust] prior to the time the proceeds are deposited by the servicer into an account controlled by the indenture trustee. We refer you to "Some Legal Aspects of the Receivables—Security Interests in the Financed Vehicles."

The servicer is required to maintain possession of the original tangible contracts for each of the receivables (or, with respect to any contracts that are electronic chattel paper, the servicer is required to maintain control of the contracts for each receivable). If the servicer sells or pledges and delivers the original contracts (or, with respect to any contracts that are electronic chattel paper, transfers control of the contracts) for the receivables to another party, in violation of its obligations under the trust documents, this party could acquire an interest in the receivable having a priority over the [issuing entity's][grantor trust’s] interest. Furthermore, if the servicer becomes insolvent, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, the attempt could result in losses or delays in payment to you or an acceleration of the repayment of the notes [and distributions on the certificates].

As described in "World Omni Financial Corp.'s Automobile Finance Business—Electronic Contracts and Electronic Contracting" in this prospectus, World Omni Financial Corp. may originate receivables electronically using a third-party custodian and using the third-party custodian's technology system.  Such electronic contracts are stored in an electronic vaulting system maintained by such third-party custodian on behalf of World Omni Financial Corp.  The electronic vaulting system recognizes World Omni Financial Corp. as the party having control of the receivables originated electronically by World Omni Financial Corp., and World Omni Financial Corp., as servicer, is required to maintain control of those receivables on behalf of World Omni Financial Corp. and its assigns.  The electronic vaulting system is designed to enable World Omni Financial Corp. to perfect its security interest in the receivables evidenced by electronic contracts by satisfying the applicable Uniform Commercial Code's requirements for "control" of electronic chattel paper.  For a description of these requirements, see "Some Legal Aspects of the Receivables—Interests in the Receivables" and "—Safekeeping of Chattel Paper" in this prospectus.

World Omni Financial Corp. will represent that World Omni Financial Corp., as servicer, has "control" (within the meaning of the applicable UCC) in each receivable that is evidenced by electronic contracts.  However, it is possible that another person could acquire an interest in an electronic contract that is superior to World Omni Financial Corp.'s interest (and accordingly the [issuing entity's][grantor trust’s] interest).  This could occur if World Omni Financial Corp. ceases to have "control" over an electronic contract that is maintained on behalf of World Omni Financial Corp. by the third-party custodian and another party purchases that electronic contract (without knowledge that such purchase violates World Omni Financial Corp.'s or its assigns' rights, as applicable, in the electronic contract) and obtains "control" over the electronic contract.   World Omni Financial Corp. also could lose control over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the electronic vaulting system, a person other than World Omni Financial Corp. were able to modify or duplicate the authoritative copy of the contract.

Although World Omni Financial Corp. will perfect its assignment of its security interest in the electronic contracts to the [issuing entity][grantor trust] by filing financing statements, if the interests in the receivables that World Omni Financial Corp. acquired from the originating dealer were not perfected by control, the priority of the [issuing entity's][grantor trust’s] security interest in the receivables could be affected. The [issuing entity's][grantor trust’s] interest in the receivables could be junior to another party with a perfected security interest in the inventory of the originating dealer or to judgment creditors who obtain a lien on the receivables or to a bankruptcy trustee of a dealer that becomes a debtor in bankruptcy.

There can be no assurances that any third-party software employed by World Omni Financial Corp. will perform as represented to World Omni Financial Corp. and maintain the systems and controls required to provide assurance that World Omni Financial Corp. maintains control over an electronic contract.  In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract.

From time to time, the receivables evidenced by electronic contracts may be amended, including, without limitation, by extensions of the maturity date [(including extensions in connection with the COVID-19 pandemic)].  An amendment may be evidenced in the form of a new amended electronic contract or as a tangible amendment to an existing electronic contract.  To the extent any of those amendments is evidenced in tangible form, World Omni Financial Corp., as servicer, will agree to maintain the perfected security interest in the receivables (consisting of the electronic contract and tangible amendment) by possession of the tangible amendment and control of the electronic contract.

There is a risk that the systems employed by World Omni Financial Corp. or the third-party custodian to maintain control of the electronic contracts may be insufficient under applicable law to give World Omni Financial Corp. (and accordingly, the [issuing entity][grantor trust]) a perfected security interest in the receivables evidenced by electronic contracts.

As a result of the foregoing, World Omni Financial Corp. (and accordingly, the [issuing entity][grantor trust]) may not have a perfected security interest in certain receivables or its interest, although perfected, could be junior to that of another party.  Either circumstance could affect World Omni Financial Corp.’s ability on behalf of the [issuing entity][grantor trust] to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment on your notes and you may incur losses on your investment in the notes.

The depositor expects that the offered notes will receive ratings from [two] nationally recognized statistical rating organizations (“NRSROs”) hired by the sponsor to rate the notes. A note rating is not a recommendation by a rating agency that you buy, sell or hold notes. Similar ratings on different types of notes do not necessarily mean the same thing. You are encouraged to analyze the significance of each rating independently from any other rating. Any rating agency may change its rating of the notes after the notes are issued if that rating agency believes circumstances have changed. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the offered notes.

Ratings on the notes will be monitored by the rating agencies hired by the sponsor while the notes are outstanding. There is no assurance that a rating will remain for any given period of time, that a rating agency rating the notes will not lower or withdraw its rating if in its judgment circumstances in the future so warrant or that notice of a lowering, qualification or withdrawal will be provided to the noteholders.

Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings on the notes. SEC rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the SEC, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies. Under SEC rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes even if such parties are aware of such unsolicited ratings. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

Furthermore, Congress or the SEC may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the offered notes.

Potential investors in the offered notes are urged to make their own evaluation of the creditworthiness of the obligors on the related receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the offered notes.

Because the offered notes will be issued in book-entry form, you will be required to hold your interest in your offered notes through DTC in the United States, or Clearstream or Euroclear in Europe. Transfers of interests in the offered notes within DTC, Clearstream or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as the offered notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The offered notes will remain in book-entry form except in the limited circumstances described under the caption “Registration of the Notes—Definitive Notes.”

Unless and until the offered notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “noteholder.” As a result, you will only be able to exercise the rights of noteholders indirectly through DTC (if in the United States) and its participating organizations, or Clearstream and Euroclear (in Europe) and their participating organizations. Your ability to pledge your notes to persons or entities that do not participate in DTC, Clearstream or Euroclear, or to otherwise take actions relating to your notes, may be limited due to lack of a physical note.

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Product Segment^[(1)]

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