World Omni Auto Receivables SF-3Registration of securities

[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.

Principal 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,] will be subordinated in priority to principal payments on the classes of Notes with a prior alphabetical class designation, as described in “Description of the Notes—Payments of Principal” in this prospectus. In addition, in the event the Notes are declared to be due and payable after the occurrence of an event of default, principal 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] will be subordinated to payments of interest on the classes of Notes with the same or a prior alphabetical class designation, as described in “Description of the Notes—Payments of Principal” in this prospectus.

[This subordination could result in reduced or delayed payments of principal of and interest 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.]

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.

Further, even if there is an event of default and subsequent acceleration of the Notes, principal payments will be made first on the Class A-1 Notes until they have been paid in full and then pro rata to the other Class A Notes until they have been paid in full, then to the Class B Notes until they have been paid in full[, then to the Class C Notes until they have been paid in full][, then to the Class D Notes until they have been paid in full][[,][and] then to the Class E Notes until they have been paid in full][and then to the Class F Notes until they have been paid in full]. As a result, the yields of the Class A-2 Notes, the Class A-3 Notes, the Class B Notes[[,][and] the Class C Notes][[,][and] the Class D Notes][[,][and] the Class E Notes][and the Class F Notes], as compared to the yield on the classes of Notes with a lower numerical class designation or an earlier alphabetical class designation, will be relatively more sensitive to losses on the Receivables and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if the available overcollateralization and available amounts from the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your Notes may be lower than anticipated, and you could suffer a loss.

Further, the Administrator (on behalf of the Issuing Entity) may, from time to time, in its sole discretion, make Benchmark Replacement Conforming Changes (i.e., technical, administrative or operational changes) without the consent of Noteholders or any other person, which could change the methodology used to determine the SOFR Rate. The Issuing Entity can provide no assurance that the methodology to calculate Compounded SOFR will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the life of the Class [ ]-[ ]b Notes relative to the results that would have occurred had the interest rates been based on Compounded SOFR without such adjustment or that the market value will not decrease due to any such adjustment in methodology. Holders of the Offered Notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

It is possible that there will be limited interest in securities products based on Compounded SOFR, or in the implementations of Compounded SOFR with respect to the Class [ ]-[ ]b Notes. As a result, you should consider whether any future reliance on Compounded SOFR may adversely affect the market values and yields of the Class [ ]-[ ]b Notes due to potentially limited liquidity and resulting constraints on available hedging and financing alternatives.

Additionally, the Issuing Entity and the Administrator cannot anticipate how long it will take to develop the systems and processes necessary to adopt a specific Benchmark Replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition.

Although it is intended that the replacement of the then-current Benchmark will not be a taxable event for Noteholders of the Class [ ]-[ ]b Notes, we cannot provide any assurances that the IRS will not take a contrary view. There is no targeted IRS tax guidance regarding a possible change in the Benchmark as contemplated herein (as there was for transitions from LIBOR to non-LIBOR rates) and hence there is significant uncertainty regarding the U.S. federal income tax consequences of such a change. If the IRS treats a change in the then-current Benchmark of the Class [ ]-[ ]b Notes as a taxable event, Noteholders of the Class [ ]-[ ]b Notes may be required to recognize taxable gain or loss at that time. Holders of the Class [ ]-[ ]b Notes should consult with their own tax advisors regarding the potential consequences of the setting of an alternative Benchmark.]

[[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.]

[Amounts allocable to principal payments on the Notes that are not used to purchase additional Receivables during the Revolving Period will be deposited into the Accumulation Account. Among other early amortization events, it will be an early amortization event if for consecutive Payment Dates, the amount in the Accumulation Account on any Payment Date during the Revolving Period is less than the excess of the outstanding principal amount of the Notes plus the overcollateralization target amount over the aggregate principal balance of the Receivables as of the last day of the related Collection Period [less the YSOC Amount as of the last day of the related Collection Period]. See “Description of the Trust Documents—Revolving Period” in this prospectus. If an early amortization event happens, the Revolving Period will terminate and the Amortization Period will commence, shortening the average life of the Notes.]

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.

·      other events which have the same effect as prepayments in full of Receivables, including liquidations due to default, as well as receipts of proceeds from insurance policies and repurchases of Receivables;

·       repurchases [or substitutions] of Receivables by World Omni Financial Corp. as a result of breaches of representations and warranties, and/or breaches of particular covenants; and

·      the purchase by the Servicer of the Receivables when the aggregate principal balance thereof is 10.00% or less of the aggregate starting principal balance.

The rate of prepayments of Receivables cannot be predicted and, therefore, no assurance can be given as to the level of prepayments that the Issuing Entity will experience.

Principal on each class of Notes must be fully paid by the Final Scheduled Payment Date for that class of Notes. However, because some prepayments of the Receivables are likely and some Receivables have terms to maturity that are shorter than the term to maturity assumed in calculating each class’ Final Scheduled Payment Date, the actual payment of any class of Notes may occur earlier, and could occur significantly earlier, than that class’ Final Scheduled Payment Date. Nevertheless, we cannot assure you that the final distribution of principal of any or all classes of Notes will be earlier than that class’ Final Scheduled Payment Date. Prepayments of principal shall be paid in the same order of priority as the scheduled payments provided for in this prospectus.

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.

The insolvency of World Omni Financial Corp. also could result in its replacement as Servicer, which could temporarily interrupt payments on the Notes. A bankruptcy case or an insolvency case under federal or state law against World Omni Financial Corp. also would be a Servicer termination event under the sale and servicing agreement, which could result in the removal of World Omni Financial Corp. as Servicer and delay payment to you on the Notes. If payments previously made by World Omni Financial Corp. were to be recovered as preferential transfers, you could experience delays in payment or suffer a loss on your investment in the Notes. See also “Some Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Authority Provisions.”

[To be revised as applicable to reflect updates at time of transaction: Pandemics, epidemics and other wide-spread public health events, have led, and may in the future lead, to disruptions and volatility in the financial markets and general economic activity, as businesses and federal, state, and local governments take broad actions intended to mitigate the public health crisis. The resultant 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 a pandemic, epidemic or wide-spread public health event could have negative effects on the business of World Omni Financial Corp. and on its customers, dealers, and competitors.

The economic uncertainty resulting from a pandemic, epidemic or other wide-spread public health event could result in increased delinquencies and defaults by obligors due to financial hardship or otherwise. In addition, federal, state or local governments may 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, or curtailing the ability of creditors to exercise certain rights such as repossessions and liquidations of financed vehicles. Furthermore, 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. See “World Omni Financial Corp.’s Automobile Finance Business—Servicing” and “Description of the Trust Documents—Servicing Procedures.” The occurrence of any such events could have an adverse effect on 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.

A pandemic, epidemic or other wide-spread public health event 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. 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.]

Adverse economic conditions 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 pool were concentrated in the Five-State Area. Economic conditions as a result of an economic downturn 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 natural disasters and catastrophes, such as hurricanes and tornadoes, geological disasters such as oil spills, pandemics, epidemics or other wide-spread public health events or other similar events in the Five-State Area may adversely affect the Receivables located in those states, and we may be unable to accurately assess the effect of such events on the economy or on obligors residing in the Five-State Area. Even if the effect of such events on the performance of the Receivables is unclear, there may be an adverse effect on general economic conditions, consumer confidence in the economy and general market liquidity. No representation or warranty will be made by the Sponsor or any other entity under the transaction documents regarding the condition of any vehicle securing the Receivables as of the Cutoff Date or any other date. Under the terms of each Receivable, the related obligor is required to maintain physical damage insurance covering the related financed vehicle. However, there can be no assurance that such insurance has been maintained in all cases or would fully cover any damage to the related vehicle. 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, epidemic, 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. [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.]

Deterioration in economic conditions and certain economic factors 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, elevated levels of inflation, volatile fuel and energy prices, housing price declines, tariffs and other trade protection measures, economic sanctions which may constrain supply chains, work stoppages at auto manufacturers, terrorist events, geopolitical conflict, unrest or war, 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 may adversely affect the performance of the Receivables. During periods of economic slowdown or recession (including due to elevated levels of inflation and high interest rates), 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 (including due to high interest rates) 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.

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].

[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 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 would reduce 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].

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 institutional investors; and (c) the originator, sponsor or securitisation special purpose entity (“SSPE”) (i.e., in the case of the transaction described in this prospectus, the Issuing Entity) 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, including, among other things, quarterly asset level reports and quarterly investor reports, each prepared on the basis of templates prescribed pursuant to the EU Securitisation Rules) in accordance with the frequency and modalities provided for in such Article 7 (the “EU Transparency Requirements”, as to which, see additional information below); 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.

Article 6 of the EU Securitisation Regulation contains provisions relating to the 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 specified in regulatory technical standards set out in Commission Delegated Regulations (EU) 2023/2175 of 7 July 2023 (the “EU RTS”).

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 a paper it published on July 31, 2018, 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 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. The EU RTS further provide that “[a]n entity shall not be considered to have been established or to operate for the sole purpose of securitising exposures… where all of the following applies: (a) the entity has a strategy and the capacity to meet payment obligations consistent with a broader business model that involves material support from capital, assets, fees or other sources of income, by virtue of which the entity does not rely on the exposures to be securitised, on any interests retained or proposed to be retained in accordance with Article 6 of [the EU Securitisation Regulation], or on any corresponding income from such exposures and interests, as its sole or predominant source of revenue; (b) the members of the management body have the necessary experience to enable the entity to pursue the established business strategy, as well as adequate corporate governance arrangements.” In this regard, see, in particular, “World Omni Financial Corp.”, “World Omni Financial Corp.’s Automobile Finance Business” and “Description of the Trust Documents – The Servicer” 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.

The EU Transparency Requirements in Article 7 of the EU Securitisation Regulation require 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 Rules make no express provision as to whether, and, if so, to what extent, an EU Affected Investor is required to verify compliance with the EU Transparency Requirements in cases where the originator, the sponsor or the SSPE is established outside the EU (as in the transaction described in this prospectus). However, in a report published on October 10, 2022, the European Commission provided guidance to the effect that EU Affected Investors subject to the EU Investor Due Diligence Requirements are required to verify that the EU Transparency Requirements have been fulfilled, including asset level reporting on the templates published by the ESMA, without “differentiating the scope of information to be provided, depending on whether the securitisation is issued by EU entities or by entities based in third-countries”. With reference to securitisations in which the requirements of the EU Transparency Requirements are not satisfied, the European Commission stated that it “is aware that the current text of Article 5(1)(e) [of the EU Securitisation Regulation], in conjunction with the rules laid down by Article 7 [of the EU Securitisation Regulation] (and, in turn, in conjunction with the respective technical standard) de facto excludes EU institutional investors from investing in certain third-country securitisations”.

EU Affected Investors should be aware that none of World Omni, the Depositor, the Issuing Entity, the underwriters, the Indenture Trustee, the Owner Trustee, the other parties to the transactions described in this prospectus, nor any of their respective affiliates, intends, or will undertake, to comply with or provide the information required under the EU Transparency Requirements.

With respect to the UK, relevant UK-established or UK-regulated persons (as described below) are subject to the restrictions and obligations of the Securitisation Regulations 2024 (SI 2024/12) and associated regulatory rules including those within the FCA Handbook of the Financial Conduct Authority (the “FCA”), the PRA Rulebook of the Prudential Regulatory Authority (the “PRA”) and the FSMA (and as further amended from time to time, the “UK Securitisation Regulations”). The UK Securitisation Regulations, together with (a) all applicable binding technical standards made under the UK Securitisation Regulations, (b) all relevant guidance, policy statements or directions relating to the application of the UK Securitisation Regulations published by the FCA and/or the PRA (or their successors) and (c) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitisation Regulations, 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”).

Part 7 of the UK Securitisation Regulations, SECN4 of the FCA Handbook and Article 5 of Chapter 2 of the PRA Rulebook, as applicable, place certain due diligence requirements (the “UK Investor Due Diligence Requirements”) on investments in “securitisations” (as defined in the UK Securitisation Regulations) by an “institutional investor”, defined in the UK Securitisation Regulations 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) the trustees or managers of an occupational pension scheme; (d) a fund manager of an occupational pension scheme appointed under section 34(2) of the Pensions Act 19956 that, in respect of activity undertaken pursuant to that appointment, is authorised for the purposes of section 31 of the FSMA; (e) an AIFM (as defined in regulation 4 of the Alternative Investment Fund Managers Regulations 2013) (i) with permission under Part 4A of the FSMA in respect of the activity specified by article 51ZC of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (managing an AIF), and (ii) which markets or manages an AIF (as defined in regulation 3 of the 2013 Regulations) in the United Kingdom, and for the purposes of sub-paragraph (ii), an AIFM markets an AIF when the AIFM makes a direct or indirect offering or placement of units or shares of an AIF managed by it to or with an investor domiciled or with a registered office in the United Kingdom, or when another person makes such an offering or placement at the initiative of, or on behalf of, the AIFM; (f) a small registered UK AIFM, (g) a management company as defined in section 237(2) of the FSMA; (h) a UCITS as defined by section 236A of the FSMA, which is an authorised open ended investment company as defined in section 237(3) of the FSMA; (i) 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 (as amended, the “UK CRR”); and (h) an FCA investment firm as defined by Article 4(1)(2AB) of the UK CRR. The UK Investor Due Diligence Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of entities subject to the UK CRR (such affiliates, together with all such institutional investors, “UK 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 Regulations), a UK Affected Investor, other than the originator, sponsor or original lender (each as defined in the UK Securitisation Regulations) must, among other things: (1) verify that: (a) subject to certain exceptions, certain credit granting standards were met by the originator or original lender in relation to the underlying exposures, which need to have been granted on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits, with effective systems to apply those criteria and processes, to ensure that credit granting is based on a thorough assessment of the obligor’s creditworthiness; (b) the originator, sponsor or original lender has met the risk retention requirements, including the ongoing retention of a material net economic interest must not be less than 5%, determined in accordance with the UK Securitisation Regulations (the “UK Risk Retention Requirements”); and (c) the originator, sponsor or SSPE has made available sufficient information to enable the institutional investor independently to assess the risks of holding the securitisation position, and has committed to make further information available on an ongoing basis, as appropriate, in each case subject to certain minimum requirements (the “UK Transparency Requirements,” as to which, see additional information below); 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 and proportionate 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 (or where this is not possible, stress tests on loss assumptions); (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.

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 for the purposes of the UK Risk Retention Requirements, 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 Regulations 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.”, “World Omni Financial Corp.’s Automobile Finance Business” and “Description of the Trust Documents – The Servicer” 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.

UK Affected Investors should be aware that none of World Omni, the Depositor, the Issuing Entity, the underwriters, the Indenture Trustee, the Owner Trustee, the other parties to the transactions described in this prospectus, nor any of their respective affiliates, intends, or will undertake, to comply with or provide the information strictly required under the UK Transparency Requirements. Furthermore, no such party makes any representation or gives any assurance that the information provided in this prospectus and on an ongoing basis is sufficient to enable UK Affected Investors to conclude that they have satisfied the requirements imposed on such investors by the UK Investor Due Diligence Requirements with respect to the provision of information and reporting on non-UK securitisations, nor undertakes to comply with any regulator’s determination of what the UK Investor Due Diligence Requirements require of UK Affected Investors in this regard.

Except as described herein, no party to the transaction described in this prospectus will undertake, or intends, to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU Securitisation Rules or the UK 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 EU Investor Due Diligence Requirements, the UK Investor Due Diligence Requirements or any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring, credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.

Each prospective investor in the Offered Notes that is an EU Affected Investor or a UK 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 Noteholders or otherwise available to or to be provided to Noteholders, are or will be sufficient for the purposes of such prospective investor’s compliance with the EU Investor Due Diligence Requirements, the UK 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 EU Affected Investors or UK Affected Investors should be aware that the interpretation of the EU Investor Due Diligence Requirements and the UK Investor Due Diligence Requirements, respectively, remains uncertain and that supervisory authorities and national and other regulators may have different views as to how the EU Investor Due Diligence Requirements or the UK Investor Due Diligence Requirements, as applicable, should be interpreted, and those views are still evolving. Furthermore, both the EU Securitisation Rules and the UK Securitisation Rules are expected to change over time and there is no certainty as to the timing or nature of those changes.

None of World Omni, the Depositor, the Issuing Entity, the underwriters, the Indenture Trustee, the Owner Trustee, the other parties to the transactions described in this prospectus, nor any of their respective affiliates: (a) makes any representation, warranty or guarantee as to the applicability (or otherwise) of the EU Securitisation Rules or the UK Securitisation Rules to an investment in the Notes; (b) makes any representation, warranty or guarantee that the agreement by World Omni to retain the Retained Interest as described in this prospectus or any information provided in this prospectus, in the monthly reports to Noteholders or otherwise available to or 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 EU Investor Due Diligence Requirements or the UK Investor Due Diligence Requirements, as applicable, 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 EU Securitisation Rules or the UK Securitisation Rules; (c) 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 EU Investor Due Diligence Requirements or the UK Investor Due Diligence Requirements, as applicable, 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); or (d) will have any obligation with respect to the EU Securitisation Rules or the UK Securitisation Rules, other than the specific obligations undertaken with respect to the Retained Interest, as described in more detail under “EU and UK Risk Retention”.

Any failure by an EU Affected Investor to comply with the EU Investor Due Diligence Requirements or by a UK Affected Investor to comply with the UK Investor Due Diligence Requirements, in either case with respect to an investment in the Notes, may result in the imposition of a penalty regulatory capital charge on that investment or other regulatory sanctions and/or remedial measures being imposed or taken by such investor’s competent authority. The EU Securitisation Rules, the UK 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 are responsible for and should analyze their own legal and regulatory position and are encouraged to consult with their own investment and legal advisors regarding the scope and application of, and compliance with, the EU Investor Due Diligence Requirements or the UK Investor Due Diligence Requirements, as applicable, and any other applicable regulations, and the suitability of the Notes for investment.]

Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending certain other EU directives and regulations (as amended, the “EU Securitisation Regulation”) is directly applicable in member states of the EU and will be applicable in any non-EU states of the EEA in which it has been implemented. The EU Securitisation Regulation, together with all relevant implementing regulations in relation thereto, all regulatory and/or implementing technical standards in relation thereto and any relevant guidance and directions published in relation thereto by the European Banking Authority (the “EBA”), the European Securities and Markets Authority (the “ESMA”) and the European Insurance and Occupational Pensions Authority (or, in each case, any predecessor or any other applicable regulatory authority) or by the European Commission, in each case as amended and in effect from time to time, are referred to in this prospectus as the “EU Securitisation Rules”.

With respect to the UK, relevant UK-established or UK-regulated persons (as described below) are subject to the restrictions and obligations of the Securitisation Regulations 2024 (SI 2024/12) and associated regulatory rules including those within the FCA Handbook of the Financial Conduct Authority (the “FCA”), the PRA Rulebook of the Prudential Regulatory Authority (the “PRA”) and the FSMA (and as further amended from time to time, the “UK Securitisation Regulations”). The UK Securitisation Regulations, together with (a) all applicable binding technical standards made under the UK Securitisation Regulations, (b) all relevant guidance, policy statements or directions relating to the application of the UK Securitisation Regulations published by the FCA and/or the PRA (or their successors) and (c) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitisation Regulations, 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”).

None of the Sponsor, the Depositor, the Servicer, the Issuing Entity, the underwriters, any other party to the transactions described in this prospectus, nor any of their respective affiliates, will undertake, or intends, 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 Rules or (ii) the UK Securitisation Rules.

Furthermore, no such party will undertake, or intends, 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 Rules, the UK Securitisation Rules or any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring, credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.

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

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

For more information regarding the EU Securitisation Rules and the UK Securitisation Rules, see “Underwriting” below.]

The Dodd-Frank Act took effect on July 22, 2010. The Dodd-Frank Act, among other things:

·      created the Consumer Financial Protection Bureau (“CFPB”), an agency responsible for administering and enforcing the federal laws and regulations for consumer financial products and services;

·      created a new framework for the regulation of over-the-counter derivatives activities;

·      strengthened the regulatory oversight of Securities and capital markets activities by the Securities and Exchange Commission (the “SEC”); and

·      created a liquidation framework for the resolution of bank holding companies and other non-bank financial companies defined as “covered financial companies.”

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 credit providers such as banks and other finance companies engaged in auto finance activities over the sale and financing of service contracts (sometimes referred to as extended warranties or extended service agreements) and other add-on products such as guaranteed asset protection (GAP) waivers. States attorneys general have also increased their scrutiny of these products. Both the CFPB and the FTC have previously taken various enforcement actions against lenders and finance companies involving significant penalties, consent orders, cease and desist orders and similar remedies that, if applicable to auto finance providers and the type of products, services and operations World Omni Financial Corp. offers, may require World Omni Financial Corp. to cease or alter certain business practices, which could have a material adverse effect on World Omni Financial Corp.’s financial condition, liquidity 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.

On January 4, 2024, the FTC published a final rule, the Combating Auto Retail Scams Trade Regulation Rule (“CARS Rule”), that (i) prohibits motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) requires accurate pricing disclosures in dealers’ advertising and sales discussions, (iii) requires dealers to obtain consumers’ express, informed consent for charges, (iv) prohibits the sale of any add-on product or service that confers no benefit to the consumer, and (v) requires dealers to keep records of advertisements and customer transactions. However, the National Automobile Dealers Association along with the Texas Automobile Dealers Association have commenced federal court proceedings in the Fifth U.S. Circuit Court of Appeals to challenge the rule. Further, there are also legislative proceedings in the U.S. Congress which may require the FTC to undo and revisit the process by which the CARS Rule was issued. The CARS Rule was originally scheduled to go into effect on July 30, 2024. The FTC has currently stayed the implementation of the CARS Rule pending the outcome of the federal court proceedings mentioned above. It remains to be seen whether, in what form, and how agencies such as the CFPB may enforce the CARS Rule, if enacted, against non-dealers and finance companies such as World Omni Financial Corp. and what impact such obligations, if any, may have on World Omni Financial Corp.’s practices or business.

On October 11, 2023, the FTC announced a new proposed rule to address how fees are charged for goods or services, including motor vehicle sales and financing. The FTC is focusing on fees that it considers to be “deceptive or unfair” which it refers to as “junk fees.” The FTC believes that such fees harm consumers and undercut honest businesses. The proposed rule would primarily prohibit (i) offering, displaying, or advertising an amount a consumer may pay without “clearly and conspicuously” disclosing the “total price,” which must be displayed “more prominently than any other pricing information,” (ii) misrepresenting “the nature and purpose of any amount a consumer may pay,” and (iii) disclosing “any other pricing information” besides the total price “more prominently” than disclosures of the total price in an “offer, display, or advertisement.” In addition, the proposed rule would require businesses to include any mandatory costs for ancillary goods or services in their price disclosures. Under the proposed rule, the FTC would also obtain robust enforcement authority to seek refunds for harmed consumers and impose substantial penalties per violation. Other agencies such as the CFPB have also indicated an intent to potentially engage in similar rulemaking. At this stage, it is unknown whether a final rule will be issued, the applicability and requirements of any final rule if issued or if any final rule would have an impact on World Omni Financial Corp.’s practices or business.

In a recent and ongoing case, the CFPB successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles such as the Issuing Entity. On December 13, 2021, in CFPB vs. Nat’l Collegiate Master Student Loan Trust. No. 1:17-cv-1323-SB (D. Del.) (“Nat’l Collegiate”), an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by the securitization trusts holding that the trusts are “covered persons” within the meaning of the Dodd-Frank Act because they engage in the servicing of student loans, even if through third-party servicers and subservicers. On February 11, 2022, the case was stayed pending the defendant’s interlocutory appeal to the Third Circuit Court of Appeals and possible consideration of among other matters, whether the securitization trust is a “covered person” within the meaning of the Dodd-Frank Act. On April 29, 2022, the U.S. Court of Appeals for the Third Circuit granted the defendant’s petition for an interlocutory appeal, and on March 19, 2024 ruled in favor of the CFPB holding that the securitization trusts are “covered persons” within the meaning of the Dodd-Frank Act and that the CFPB did not need to ratify the action against the securitization trusts before the statute of limitations had run. The case is proceeding in the district court while the student loan trusts have requested an en banc hearing from the Third Circuit, which has not yet been granted, and it remains to be resolved whether the securitization trusts are liable for the conduct of the servicers and subservicers. A decision in favor of the CFPB in this matter could set precedent for the CFPB and state attorneys general, who have authority to enforce the Dodd-Frank Act, to investigate and bring future enforcement actions directly against other securitization trusts, such as the Issuing Entity, for third party UDAAP violations.

Further, the ongoing Nat’l Collegiate case and the decision in CFPB v. Manseth, No. 22-CV-29-LJV, 2023 WL 5400235, at *1 (W.D.N.Y. Aug. 22, 2023), a case which cited the district court ruling in Nat’l Collegiate, create the risk that the Issuing Entity may be held vicariously liable for UDAAP violations by World Omni Financial Corp., as servicer, or the third-party debt collectors. In Manseth, the court found that debt brokers who had contracted with third-party debt collectors and retained the right of recovery to some of the proceeds were “covered persons” who could be held vicariously liable for UDAAP violations committed by those debt collectors. The dicta of the case nonetheless suggested that “mere investors,” those who do not exercise actual control over the third party or those who do not have knowledge of the prohibited conduct may potentially be differently situated which suggests vicarious liability will be a facts and circumstances inquiry.

Currently, federal debt collection rules limit the ability of third-party debt collectors to make debt collection phone calls to consumers. These rules may impact the independent contractors retained by World Omni Financial Corp. to perform collection services. The CFPB previously indicated that it intends to address first-party debt collection activities in future rulemakings. World Omni Financial Corp. may be required to comply with such future requirements. It is unclear what effect, if any, the debt collection rules, or amendments thereto, 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 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 gave 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 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.

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 the ability to repossess the related vehicle 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.”

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].

There can be no assurances that any third-party software employed by World Omni Financial Corp. or third-party vaulting system hosting the electronic contracts 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.

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.