424B5 1 tv521060_424b5.htm 424B5

 

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-228112

$828,050,000

 

World Omni Auto Receivables Trust 2019-B
Issuing Entity

(CIK: 0001772793)

 

$171,000,000 Class A-1 Asset-Backed Notes, Series 2019-B

$268,940,000 Class A-2 Asset-Backed Notes, Series 2019-B 

$268,940,000 Class A-3 Asset-Backed Notes, Series 2019-B

$81,820,000 Class A-4 Asset-Backed Notes, Series 2019-B

$24,900,000 Class B Asset-Backed Notes, Series 2019-B

$12,450,000 Class C Asset-Backed Notes, Series 2019-B

 

World Omni Auto Receivables LLC
Depositor 

(CIK: 0001083199)

 

World Omni Financial Corp.
Servicer and Sponsor 

(CIK: 0001004150)

 

  

You should carefully consider the risk factors beginning on page 10 in this prospectus.

 

The notes are obligations of the issuing entity, World Omni Auto Receivables Trust 2019-B, 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.

The following classes of World Omni Auto Receivables Trust 2019-B Notes will be issued:
             
2019-B Asset
Backed Notes
Class A-1
Notes
Class A-2
Notes
Class A-3
Notes
Class A-4
Notes
Class B
Notes
Class C
Notes
Principal Amount $171,000,000 $268,940,000 $268,940,000 $81,820,000 $24,900,000 $12,450,000
Interest Rate 2.54330% 2.63% 2.59% 2.64% 2.86% 3.03%
Payment Dates Monthly Monthly Monthly Monthly Monthly Monthly
Initial Payment Date

June 17,

2019

June 17,

2019

June 17,

2019

June 17,

2019

June 17,

2019

June 17,

2019

Final Scheduled Payment Date

May 15,

2020

June 15,

2022

July 15,

2024

June 16,

2025

June 16,

2025

January 15,

2026

Price to Public 100.00000% 99.99409% 99.99764% 99.99843% 99.97841% 99.98613%
Underwriting Discount 0.100% 0.180% 0.250% 0.270% 0.350% 0.400%
Proceeds to Depositor $170,829,000 $268,440,014 $268,261,303 $81,597,801 $24,807,474 $12,398,473

 

Before deducting expenses of $1,000,000 payable by the depositor, proceeds to the depositor are estimated to be $826,334,065.

 

The notes are payable solely from the assets of the issuing entity, which consist primarily of a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks. See "Fees and Expenses" in this prospectus for a description of fees and expenses payable on each payment date out of available funds.

 

Credit Enhancement

 

A reserve account with an initial balance of $2,075,325.29.
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.

 

We will not list the notes on any national securities exchange or on any automated quotation system of any registered securities association such as NASDAQ.

 

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

Delivery of the notes, in book-entry form only, will be made through The Depository Trust Company against payments in immediately available funds on or about May 15, 2019.

 

 

 

Joint Bookrunners of the Class A Notes

 

Wells Fargo Securities Mizuho Securities TD Securities

 

Co-Managers of the Class A Notes

 

Barclays

SunTrust

Robinson Humphrey

 

Underwriters of the Class B Notes and the Class C Notes

 

Wells Fargo Securities Mizuho Securities TD Securities

 

The date of this Prospectus is May 7, 2019

 

 

 

 

Important Notice about Information Presented in this Prospectus

 

You should rely only on the information contained in this prospectus, including information that is incorporated by reference. We have not authorized anyone to provide you with other or different information. The information in this prospectus is accurate only as of the date stated on the cover hereof. We are not offering the notes in any jurisdiction where the offer is not permitted.

 

This prospectus begins with two introductory sections describing the notes and the issuing entity in abbreviated form:

 

·Summary of Terms, which gives a brief introduction of the key features of the notes and a description of the receivables; and

 

·Risk Factors, which describes risks that apply to the notes issued by the issuing entity.

 

This prospectus includes cross references to sections in this prospectus where you can find further related discussions. The "Table of Contents" in this prospectus identifies the pages where these sections are located.

 

You can find definitions of the capitalized terms used in this prospectus in the "Glossary of Terms to the Prospectus" which appears at the end of this prospectus.

 

To understand the structure of, and risks related to, these notes, you must read carefully this prospectus in its entirety.

 

If you require additional information, the mailing address of our principal executive offices is World Omni Auto Receivables LLC, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and the telephone number is (954) 429-2200. For other means of acquiring additional information about us or the notes, see "Incorporation of Certain Information By Reference" in this prospectus.

 

In this prospectus, the terms "depositor," "we," "us" and "our" refer to World Omni Auto Receivables LLC.

 

i

 

 

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

 

IN THE UNITED KINGDOM, THIS PROSPECTUS MAY ONLY BE COMMUNICATED TO PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) ("INVESTMENT PROFESSIONALS") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER"), AS AMENDED, (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL PROMOTION ORDER, OR (III) ARE PERSONS TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED WITHOUT THE NEED FOR SUCH DOCUMENT TO BE APPROVED, MADE OR DIRECTED BY AN "AUTHORISED PERSON" (AS DEFINED BY SECTION 31(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA")) UNDER SECTION 21 OF THE FSMA (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE TO PERSONS OTHER THAN RELEVANT PERSONS IN THE UNITED KINGDOM AND ANY PERSON IN THE UNITED KINGDOM THAT IS NOT A RELEVANT PERSON MUST NOT RELY ON OR ACT ON ANY INFORMATION IN THIS PROSPECTUS. IN THE UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

 

NOTICE TO RESIDENTS OF CANADA

 

THE NOTES MAY BE SOLD ONLY TO PURCHASERS IN THE PROVINCES OF ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPALS THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE NOTES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

 

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

 

PURSUANT TO SECTION 3A.3 (OR, IN THE CASE OF SECURITIES ISSUED OR GUARANTEED BY THE GOVERNMENT OF A NON-CANADIAN JURISDICTION, SECTION 3A.4) OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (NI 33-105), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

 

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

 

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW). The NOTES are not intended To be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

 

ii

 

 

(ii) a customer within the meaning of Directive (EU) 2016/97, AS AMENDED, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in DIRECTIVE 2003/71/EC (AS AMENDED OR SUPERSEDED, INCLUDING BY DIRECTIVE 2010/73/EU) (the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the NOTES or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the NOTES or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.

 

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE") WILL ONLY BE MADE TO A PERSON OR ENTITY WHICH IS A QUALIFIED INVESTOR UNDER THE PROSPECTUS DIRECTIVE (EACH, A "QUALIFIED INVESTOR"). ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS. NONE OF THE SPONSOR, THE DEPOSITOR THE ISSUING ENTITY, THE SERVICER, THE UNDERWRITERS, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES OTHER THAN TO QUALIFIED INVESTORS.

 

CERTAIN VOLCKER RULE CONSIDERATIONS

 

The issuing entity is not registered or required to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company Act"). In determining that the issuing entity is not required to be registered as an investment company, the issuing entity will be relying on the exemption provided by Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a "covered fund" for purposes of the "Volcker Rule," adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act").

 

iii

 

 

TABLE OF CONTENTS

 

Important Notice about Information Presented in this Prospectus i
NOTICE TO RESIDENTS OF THE UNITED KINGDOM ii
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA ii
CERTAIN VOLCKER RULE CONSIDERATIONS iii
TRANSACTION STRUCTURE AND PARTIES vii
SUMMARY OF TERMS 1
Parties and Dates 1
The Notes 1
The Receivables 5
Credit Enhancement 6
Tax Status 8
ERISA Considerations 8
Ratings of the Notes 8
Eligibility of the Class A-1 Notes for Purchase by Money Market Funds 8
Certificates 8
RISK FACTORS 10
You Must Rely For Repayment Only Upon the Issuing Entity's Assets, Which May Not Be Sufficient To Make Full Payments On Your Notes 10
You May Experience Reduced Returns and Delays On Your Notes Resulting From Changes in Delinquency Levels and Losses 10
Interests of Other Persons In the Receivables and Financed Vehicles Could Be Superior To the Issuing Entity's Interest, Which May Result In Reduced Payments On Your Notes 10
If the Servicer Does Not Maintain Control of the Receivables Evidenced By Electronic Contracts, the Issuing Entity May Not Have A Perfected Security Interest In Those Receivables. 11
A Bankruptcy of the Depositor or the Servicer Could Delay or Limit Payments To You 13
Consolidation or Disregard of Sale Following a Bankruptcy of World Omni Financial Corp. May Cause Delays in Payments or Losses on Your Investment 14
Class B Notes and Class C Notes Are Subject to Greater Risk Because of Subordination of that Class 14
Holders of the Class B Notes and Class C Notes May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur 15
Payment Priorities Increase Risk of Loss or Delay in Payment to Certain Notes 15
The Notes Are Not Suitable Investments for All Investors 16
Limited Assets of the Issuing Entity Could Result in Losses on the Notes 16
Proceeds of the Sale of Receivables May Not be Sufficient to Pay your Notes in Full; Failure to Pay Principal on your Notes Will Not Constitute an Event of Default Until Maturity 17
Prepayments on Receivables Will Cause Prepayments on Your Notes 17
You May Experience Reduced Returns and Delays on your Notes Resulting From a Vehicle Recall 18
The Rate of Depreciation of Certain Financed Vehicles Could Exceed the Amortization of the Principal Balance of the Financing on those Financed Vehicles, Which May Result in Losses. 18
Receivables That Fail to Comply With Consumer Protection Laws May Be Unenforceable, Which May Result in Losses on Your Investment 19
The Geographic Concentration and Performance of the Receivables May Increase the Risk of Loss on Your Investment 20
You May Have Difficulty Selling your Notes and/or Obtaining your Desired Price Due to the Absence of, or Illiquidity in, a Secondary Market for Such Notes and Because of General Global Economic Conditions 20
The Return on Your Notes May be Reduced Due to Varying Economic Circumstances and/or an Economic Downturn 21
Federal Financial Regulatory Legislation Could Have an Adverse Effect on World Omni Financial Corp., the Depositor and the Issuing Entity, Which Could Result in Losses or Delays in Payments on your Notes 22
Existing Legislation and Future Regulatory Reforms Could Have an Adverse Effect on World Omni Financial Corp.'s Business and Operating Results 25
Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on your Notes or any Adverse Changes to a Hired Rating Agency May, Affect the Prices for the Notes Upon Resale 25

 

iv

 

  

The Failure to Pay Interest on the Subordinated Classes of Notes is Not an Event of Default 26
Changes to the U.S. Federal Income Tax Laws Could Have an Adverse Impact on Holders of the Notes 26
The Return on Your Notes Could be Reduced by Shortfalls Due to Military Action 27
Commingling By the Servicer May Result in Delays and Reductions in Payments on your Notes 27
Because the Notes are in Book-Entry Form, your Rights Can Only Be Exercised Indirectly 27
You May Suffer Delays in Payments as a Result of the Manner in Which Principal of the Notes is Paid. 28
WORLD OMNI FINANCIAL CORP. 29
WORLD OMNI FINANCIAL CORP.'S AUTOMOBILE FINANCE BUSINESS 30
Underwriting 30
Risk Based Pricing 32
Electronic Contracts and Electronic Contracting 32
Insurance 33
Customer Service 34
THE DEPOSITOR 35
THE ISSUING ENTITY 36
Capitalization of the Issuing Entity 36
The Owner Trustee 37
The Indenture Trustee 37
The Trust Property 38
ASSET REPRESENTATIONS REVIEWER 39
THE RECEIVABLES POOL 41
The Receivables 41
Asset-Level Data 50
Pool Underwriting 50
Review of Pool Assets 50
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES 52
STATIC POOL INFORMATION ABOUT CERTAIN PREVIOUS SECURITIZED POOLS 55
PREPAYMENT AND YIELD CONSIDERATIONS—WEIGHTED AVERAGE LIFE OF THE SECURITIES 56
NOTE POOL FACTORS AND OTHER INFORMATION 66
USE OF PROCEEDS 66
THE SERVICER AND SPONSOR 66
Repurchases of Receivables in Prior Securitized Pools 66
DESCRIPTION OF THE NOTES 67
Payments of Interest 67
Payments of Principal 68
Redemption Upon Optional Purchase 69
REGISTRATION OF THE NOTES 70
Book-Entry Registration 70
Definitive Notes 70
DESCRIPTION OF THE TRUST DOCUMENTS 71
Sale and Assignment of Receivables 71
Asset Representations Review 72
Periodic Reports 75
Dispute Resolution for Repurchase Requests 75
Trust Accounts 76
The Servicer 77
Servicing Procedures 78
Payments on Receivables 78
Servicing Compensation 78
Servicing of Defaulted Receivables 79
Servicer Resignation, Servicer Liability and Servicer Indemnification 79
Servicer Termination Event 80
Rights upon Servicer Termination Event 80
Waiver of Past Defaults 80
Distributions 81
Payments to Noteholders 84
Reserve Account 84
Overcollateralization 85
The YSOC Amount 85
Indenture 85
Reports to Noteholders 90
Noteholder Communication 91
Evidence as to Compliance 91
Administration Agreement 92
Description of the Certificates 92
Trustee Indemnification and Trustee Resignation and Removal 92
Amendments 93
Bankruptcy of the Issuing Entity 94
Termination 94
Voting Rights; Controlling Securities 94
CREDIT RISK RETENTION 95
Eligible Horizontal Cash Reserve Account 95
Retained Eligible Horizontal Residual Interest 95
AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES 98
FEES AND EXPENSES 99
SOME LEGAL ASPECTS OF THE RECEIVABLES 100
Interests in the Receivables 100
Safekeeping of Chattel Paper 100
Security Interests in the Financed Vehicles 101
Repossession 102
Notice of Sale; Redemption Rights 102
Deficiency Judgments and Excess Proceeds 102
Consumer Protection Laws 103
Dodd-Frank Act Orderly Liquidation Authority Provisions 105
Other Limitations 107
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 108
Characterization of the Notes 108

 

v

 

  

 

vi

 

 

TRANSACTION STRUCTURE AND PARTIES (1)

 

The following chart summarizes the structure and parties to the transaction and provides only a simplified overview of their relationships. Please refer to this prospectus for a further description.

 

 

(1) The depositor will initially retain the certificates of the issuing entity. 

 

vii

 

 

SUMMARY OF TERMS

 

The following is a summary description of the main terms of the notes. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the notes following this summary.

 

Parties and Dates

 

Issuing Entity

 

The issuing entity of the notes is World Omni Auto Receivables Trust 2019-B, also referred to herein as the "issuing entity."

 

Depositor

 

World Omni Auto Receivables LLC, a Delaware limited liability company and wholly-owned, special-purpose subsidiary of World Omni Financial Corp.

 

The address and telephone number of the depositor is:

 

190 Jim Moran Blvd.
Deerfield Beach, Florida 33442
(954) 429-2200

 

Servicer and Sponsor

 

World Omni Financial Corp., a Florida corporation and a wholly-owned subsidiary of JM Family Enterprises, Inc.

 

Through its subsidiaries, JM Family Enterprises, Inc. provides a full range of automotive-related distribution and financial services to Toyota dealerships in Alabama, Florida, Georgia, North Carolina and South Carolina, referred to herein as the "Five-State Area," and provides financial services to other dealerships throughout the United States. Southeast Toyota Distributors, LLC, a wholly-owned subsidiary of JM Family Enterprises, Inc., is the exclusive distributor of Toyota cars and light-duty trucks, parts and accessories in the Five-State Area and distributes Toyota vehicles pursuant to a distributor agreement with Toyota Motor Sales, U.S.A., Inc. that commenced in 1968 and has been subsequently renewed through October 2019. World Omni Financial Corp. has provided financial services to Toyota dealers in the Five-State Area since 1982, operating under the Southeast Toyota Finance name since 1996.

 

Indenture Trustee

 

U.S. Bank National Association.

Owner Trustee

 

BNY Mellon Trust of Delaware.

 

Asset Representations Reviewer

 

Clayton Fixed Income Services LLC.

 

Cutoff Date

 

The close of business on April 4, 2019.

 

The information presented in this prospectus relates to the pool of receivables as of the cutoff date.

 

The aggregate starting principal balance of the receivables included in the pool will be $879,483,109.18 as of the cutoff date. The issuing entity will be entitled to all payments received after the cutoff date with respect to the pool of receivables.

 

Closing Date

 

On or about May 15, 2019.

 

The Notes

 

World Omni Auto Receivables Trust 2019-B will issue the following notes:

 

Class A-1 2.54330% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $171,000,000;

 

Class A-2 2.63% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $268,940,000;

 

Class A-3 2.59% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $268,940,000;

 

Class A-4 2.64% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $81,820,000;

 

Class B 2.86% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $24,900,000;

 

Class C 3.03% Fixed Rate Asset-Backed Notes, in the aggregate initial principal amount of $12,450,000.

 

1

 

 

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to in this prospectus collectively as the "Class A Notes."  The Class A Notes, the Class B Notes and the Class C Notes are referred to in this prospectus collectively as the "notes."

 

The depositor will initially retain the certificates of the issuing entity. On or after the closing date, the depositor may sell the certificates, subject to certain limitations described in "Credit Risk Retention".

 

The aggregate initial principal amount of the Class A Notes will be $790,700,000, the aggregate initial principal amount of the Class B Notes will be $24,900,000, and the aggregate initial principal amount of the Class C Notes will be $12,450,000. The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000, in book-entry form only, through DTC, Clearstream, and Euroclear. For more information, read "Registration of the Notes—Book-Entry Registration" in this prospectus. We expect that delivery of the notes will be made on the closing date.

 

Payment Dates

 

The issuing entity will make payments on the notes on the 15th day of each month, except that when the 15th day is not a business day, the issuing entity will make payments on the notes on the next business day. We refer to such date as a "payment date." The initial payment date will be June 17, 2019.

 

The final scheduled payment date for each class of notes is listed below. The depositor expects that each class of notes will be paid in full prior to its final scheduled payment date.

 

Class A-1 Notes May 15, 2020
Class A-2 Notes June 15, 2022
Class A-3 Notes July 15, 2024
Class A-4 Notes June 16, 2025
Class B Notes June 16, 2025
Class C Notes January 15, 2026

 

Interest

 

On each payment date, the indenture trustee will remit to the holders of record of each class of notes as of the close of business on the related record date interest at the respective per annum interest rate applicable to that class of notes on the outstanding principal amount of that class of notes as of the close of business on the preceding payment date. For notes issued in book-entry form, the record date for a particular payment date will

be the business day immediately preceding that payment date.

 

Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the interest accrual period (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date) and a 360-day year.

 

This means that the interest due on the Class A-1 Notes on each payment date will be the product of:

 

·the aggregate outstanding principal amount of the Class A-1 Notes;

 

·the Class A-1 interest rate; and

 

·the actual number of days from and including the previous payment date (or, in the case of the initial payment date, from and including the closing date) to but excluding the current payment date divided by 360.

 

Interest on the other classes of notes will be calculated on the basis of a 360-day year of twelve 30-day months (which period will be from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the closing date) to but excluding the 15th day of the current calendar month). This means that the interest due on these classes of notes on each payment date will be the product of:

 

·the aggregate outstanding principal amount of the related class of notes;

 

·the related interest rate; and

 

·30 (or, in the case of the initial payment date, 30, assuming a closing date of May 15, 2019) divided by 360.

 

Interest payments on all classes of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of interest on the Class A Notes. Interest payments on the Class C Notes will be subordinated to the payment of interest on the Class A Notes and the Class B Notes. Under the limited circumstances described under "Description of the Trust Documents—Distributions—Allocations and Distributions" in this prospectus, the Class A Notes will be entitled to receive specified

 

2

 

 

payments of principal before payments of interest are made on the Class B Notes and the Class A Notes and the Class B Notes will be entitled to receive specified payments of principal before payments of interest are made on the Class C Notes. In addition, in the event that 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 until all principal of and interest on the Class A Notes have been paid in full and no interest will be payable on the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full. We refer you to "Description of the Notes—Payments of Interest" in this prospectus.

 

Principal

 

On each payment date, from the amounts allocated to the holders of the notes to pay principal described in the pre-acceleration priority of payment clauses (3), (5), (7) and (9) under "—Priority of Payments" below, the issuing entity will pay principal of the notes in the following order of priority:

 

(1) to the Class A-1 Notes until they are paid in full; then

 

(2) to the Class A-2 Notes until they are paid in full; then

 

(3) to the Class A-3 Notes until they are paid in full; then

 

(4) to the Class A-4 Notes until they are paid in full; then

 

(5) to the Class B Notes until they are paid in full; and then

 

(6) to the Class C Notes until they are paid in full.

 

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes in the following order of priority:

 

(1) to the holders of the Class A-1 Notes until they are paid in full; then

 

(2) to the holders of the other Class A Notes, pro rata based upon their respective unpaid principal amounts, until they are paid in full; then

(3) to the holders of the Class B Notes until they are paid in full; and then

 

(4) to the holders of the Class C Notes until they are paid in full.

 

All outstanding principal amounts and interest with respect to a class of notes will be payable in full on its final scheduled payment date. We refer you to "Description of the Trust Documents—Distributions—Payments to Noteholders" in this prospectus.

 

Redemption Upon Optional Purchase

 

The servicer may, at its option, cause a redemption of the outstanding notes by purchasing all the receivables as set forth below. The servicer may only do this 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. The redemption price of the notes shall equal the aggregate then-outstanding principal amount of the notes plus accrued and unpaid interest thereon to but excluding the date of redemption, and the purchase price for the receivables shall not be less than the redemption price.

 

Priority of Payments

 

On each payment date prior to the occurrence of an event of default which has resulted in the acceleration of the notes, any funds available for distribution from the receivables, funds in excess of the amount required to be on deposit in the reserve account and other specified amounts constituting available funds, if any, in each case, with respect to that payment date, after the deduction of servicing fees and unpaid servicing fees, paid to or retained by the servicer, will be distributed in the following amounts and order of priority:

 

(1) to the asset representations reviewer, all fees, expenses and indemnities due to the asset representations reviewer and not previously paid by the servicer, up to a maximum amount of $150,000 per calendar year;

 

(2) interest on the Class A Notes;

 

(3) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes as of the day immediately preceding such payment date exceeds (b) the aggregate principal balance of the receivables as of the last day of the related collection period less

 

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the yield supplement overcollateralization amount as of the last day of the related collection period, also referred to herein as the "YSOC Amount," as described under "Description of the Trust Documents—The YSOC Amount" in this prospectus;

 

(4) interest on the Class B Notes;

 

(5) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of the day immediately preceding such payment date exceeds (b) the aggregate principal balance of 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 less (c) any amounts allocated to pay principal of the notes under clause (3) above;

 

(6) interest on the Class C Notes;

 

(7) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes, the Class B Notes and the Class C Notes as of the day immediately preceding such payment date exceeds (b) the aggregate principal balance of 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 less (c) any amounts allocated to pay principal of the notes under clauses (3) and (5) above;

 

(8) to the reserve account, the amount, if any, necessary to fund the reserve account up to its required amount;

 

(9) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the notes as of the day immediately preceding such payment date exceeds (b) the aggregate principal balance of the receivables as of the last day of the related collection period less the sum of (x) the YSOC Amount as of the last day of the related collection period and (y) the overcollateralization target amount for that payment date, less (c) any amounts allocated to pay principal of the notes under clauses (3), (5) and (7) above;

 

(10) to the asset representations reviewer, all fees, expenses and indemnities due to the asset representations reviewer to the extent not paid in clause (1) above; and

 

(11) the remainder, if any, as distributions to the certificateholders.

In the event that available funds are not sufficient to make the entire allocations required by clauses (1) through (7) above, the indenture trustee shall withdraw funds from the reserve account, and will apply those funds to complete the distributions required by those clauses in the priority specified above, provided that, amounts withdrawn from the reserve account shall not be used to pay any fees or expenses of the sponsor or affiliates of the sponsor, including the servicer and the administrator.

 

In the event that notes are declared to be due and payable following the occurrence of an event of default under the indenture, available funds will be distributed in the following order of priority:

 

(1) to the owner trustee, the indenture trustee and the asset representations reviewer, all fees, expenses and indemnities due to each such party and not previously paid by the servicer or the administrator, as applicable, on a pro rata basis based on amounts due and payable to each party;

 

(2) interest on the Class A Notes;

 

(3) principal of the Class A-1 Notes, until paid in full, and then principal of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, until paid in full;

 

(4) interest on the Class B Notes;

 

(5) principal of the Class B Notes, until paid in full;

 

(6) interest on the Class C Notes;

 

(7) principal of the Class C Notes, until paid in full; and

 

(8) the remainder, if any, as distributions to the certificateholders.

 

We refer you to "Description of the Trust Documents—Distributions—Allocations and Distributions" in this prospectus. We also refer you to "Description of the Trust Documents—Distributions—Payments to Noteholders" in this prospectus and "Fees and Expenses" in this prospectus for a description of fees and expenses payable on each payment date out of available funds.

 

Events of Default; Priority and Acceleration

 

Each of the following shall be an event of default under the indenture:

 

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a default for five business days or more in the payment of any interest on any note; provided, that, until the outstanding principal amount of the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note shall not by itself constitute an event of default; provided, further that, until the outstanding principal amount of the Class A Notes and the Class B Notes is reduced to zero, a default in the payment of any interest on any Class C Note shall not by itself constitute an event of default;

 

a default in the payment of the principal of or any installment of the principal of any such note when the same becomes due and payable, to the extent funds are available therefor, and on the related final scheduled payment date;

 

a material default in the observance or performance of any covenant or agreement of the issuing entity, subject to notice or cure provisions;

 

any representation or warranty made by the issuing entity being materially incorrect as of the date it was made, subject to notice and cure provisions; or

 

some events of bankruptcy, insolvency, receivership or liquidation of the issuing entity, both voluntary and involuntary.

 

The amount of principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay principal of a class of notes due to a lack of amounts available to make such a payment will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes or the redemption date.

 

Upon any event of default, the indenture trustee or a majority of the holders of controlling securities may immediately declare the unpaid principal amount of the notes, together with accrued and unpaid interest thereon through the date of acceleration, due and payable.

 

If the notes are accelerated, the priority of payments will change. For further detail, we refer you to "Description of the Trust Documents— Distributions—Payments to Noteholders" in this prospectus.

 

Controlling Securities

 

So long as the Class A Notes are outstanding, the Class A Notes will be the controlling securities. As a result, holders of each class of the Class A Notes

generally vote together as a single class under the indenture. For additional information about the voting rights of noteholders, see "Description of the Trust Documents—Indenture" and "Description of the Trust Documents—Voting Rights; Controlling Securities" in this prospectus. Upon payment in full of the Class A Notes, the Class B Notes will be the controlling securities and, upon payment in full of the Class B Notes, the Class C Notes will be the controlling securities. See "Holders of the Class B Notes and the Class C Notes May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur" in this prospectus. Notes held by the depositor or any affiliate thereof will be disregarded and deemed not to be outstanding in determining whether the holders of the requisite outstanding principal amount of the controlling securities have given any request, demand, authorization, direction, notice, consent or waiver under any related trust document.

 

Servicing

 

After the sale of the receivables to the issuing entity, World Omni Financial Corp. will continue to service the receivables. World Omni Financial Corp.'s responsibilities as servicer will include collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of defaulted receivables and monitoring the performance of the receivables. In return for World Omni Financial Corp.'s services, the issuing entity will pay a fee to World Omni Financial Corp. on each payment date out of collections received by the issuing entity, which generally will be 1/12th of 1.00% of the aggregate principal balance of receivables as of the first day of the related collection period. However, the servicing fee payable to the servicer on the initial payment date with respect to the initial collection period will be pro-rated to compensate for the length of the initial collection period being longer than one month. We refer you to "Description of the Trust Documents—Servicing Compensation" in this prospectus.

 

The Receivables

 

The primary assets of the issuing entity will include a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks. We refer to these contracts as "receivables." The issuing entity will be entitled to receive all payments received after the cutoff date with respect to the receivables.

 

We refer to the principal balance of a receivable as of the cutoff date as the "starting principal balance" of that receivable and the principal balance of a receivable

 

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as of the date it was originated as the "original principal balance" of that receivable.

 

There is no requirement or ability to add or remove receivables from the pool other than the right of the issuing entity to cause World Omni Financial Corp. to repurchase receivables upon a breach of a representation, warranty or covenant. The sole remedy for such breach shall be repurchase of any such affected receivables as described under "Description of the Trust Documents—Sale and Assignment of Receivables" in this prospectus.

 

The assets of the issuing entity will also include monies on deposit in specific accounts, including the reserve account, other property and the proceeds thereof. See "The Issuing Entity—The Trust Property" in this prospectus for additional information regarding the assets of the issuing entity.

 

The receivables held by the issuing entity will be sold by World Omni Financial Corp. to World Omni Auto Receivables LLC, and then by World Omni Auto Receivables LLC to the issuing entity. The issuing entity will grant a security interest in the receivables and other specified trust property to the indenture trustee for the benefit of the noteholders.

 

As of the cutoff date, the receivables in the pool had the following general characteristics:

 

Aggregate Starting Principal Balance $879,483,109.18
   
Weighted Average Annual Percentage Rate(1) 4.10%
   
Range of Annual Percentage Rates 0.00% to 20.00%
   
Weighted Average Remaining Term to Maturity(1) 62.56 months
   
Weighted Average Original Term to Maturity(1) 68.08 months
   
Latest Scheduled Maturity Date June 28, 2025

 

(1) Weighted based on the aggregate starting principal balance of the receivables.

 

For further information about the characteristics of the receivables in the pool as of the cutoff date, see "The Receivables Pool" in this prospectus.

 

All receivables acquired by the issuing entity must satisfy the eligibility criteria specified under "The Receivables Pool-The Receivables" in this prospectus.

There are no outstanding series or classes of securities that are backed by the pool of receivables and there are no material direct or contingent claims on or against the receivables other than those held by the secured parties under the indenture.

 

In connection with the offering of the notes, the depositor has performed a review of the receivables and certain disclosure in this prospectus, including certain asset-level data disclosures incorporated by reference into this prospectus, relating to the receivables, and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects as described under "The Receivables—Review of Pool Assets" in this prospectus.

 

World Omni Financial Corp. does not consider any of the receivables in the pool to constitute exceptions to World Omni Financial Corp.'s written underwriting guidelines as described in "World Omni Financial Corp.'s Automobile Finance Business—Underwriting" in this prospectus.

 

Credit Enhancement

 

Credit enhancement is intended to provide protection against losses or delays in payments on the notes. Credit enhancement may not provide protection against all risks of loss and may not guarantee repayment of the entire principal amount of the notes and interest thereon. If losses on the receivables exceed the amount covered by any credit enhancement or are not covered by any credit enhancement, the relevant noteholders will bear their allocable share of such losses, as described in this prospectus. The credit enhancement for the notes is in the form of a reserve account, subordination, overcollateralization, the yield supplement overcollateralization amount and excess interest.

 

Reserve Account

 

On the closing date, $2,075,325.29 will be deposited into the reserve account, which is equal to approximately 0.25% of the aggregate starting principal balance of the receivables as of the cutoff date less the YSOC Amount as of the cutoff date.

 

The indenture trustee will apply funds in the reserve account to make the payments in the pre-acceleration priority of payment clauses (1) through (7) under the section entitled "Priority of Payments" above that are not covered by collections on the receivables, provided that, amounts withdrawn from the reserve account shall not be used to pay any fees or expenses of the sponsor or affiliates of the sponsor, including the servicer and the

 

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administrator. In addition, on the final scheduled payment date for any class of notes, if any principal amount of such class of notes remains outstanding, the indenture trustee will apply funds from the reserve account to repay such class of notes in full.

 

The amount required to be on deposit in the reserve account on any payment date is equal to 0.25% of the aggregate starting principal balance of all receivables transferred to the issuing entity less the YSOC Amount as of the cutoff date.

 

The reserve account will be replenished, if necessary, to its required amount with collections on the receivables remaining after making required payments to the asset representations reviewer and allocations of interest and principal payments on the notes. Upon the payment in full of the Notes and the Certificates, the amount required to be on deposit in the reserve account shall be reduced to zero and any amounts remaining in the reserve account will be distributed to the depositor.

 

The reserve account is structured to be an “eligible horizontal cash reserve account” under Regulation RR of the Exchange Act. The sponsor intends to fund the reserve account with the deposit of a portion of the purchase price for the notes on the closing date, in partial satisfaction of its risk retention obligations. See “Credit Risk Retention” in this prospectus for more information.

 

Subordination of the Class B Notes and the Class C Notes

 

The subordination in priority of payments of the Class B Notes to the Class A Notes will provide additional credit enhancement to the Class A Notes and the subordination in priority of payments of the Class C Notes to the Class A Notes and the Class B Notes will provide additional credit enhancement to the Class A Notes and the Class B Notes. The Class B Notes will be allocated available funds only after the Class A Notes have received their applicable portions of available funds for a given payment date and the Class C Notes will be allocated available funds only after the Class A Notes and the Class B Notes have received their applicable portions of available funds for a given payment date. The priority of payments is further 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.

 

Losses not covered by any credit enhancement or support will be effectively allocated to the classes of notes in the reverse order of priority of payments on the notes, such that losses will be first allocated to the

overcollateralization, if any, then to the principal amount of the Class C Notes, then to the principal amount of the Class B Notes and then to the principal amount of the Class A Notes.

 

Overcollateralization

 

Overcollateralization represents the amount by which the aggregate principal balance of the receivables held by the issuing entity less the YSOC Amount exceeds the aggregate outstanding principal amount of the notes. Overcollateralization as of the closing date is expected to be approximately 0.25% of the aggregate starting principal balance of the receivables less the YSOC Amount as of the cutoff date.  In addition, the application of funds according to the pre-acceleration priority of payment clause (9) under the section entitled "Priority of Payments" above is designed to increase the level of overcollateralization as of any payment date to a target amount of 1.15% of the aggregate outstanding principal balance of the receivables as of the end of the related collection period less the YSOC Amount, but not less than 0.50% of the aggregate starting principal balance of the receivables less the YSOC Amount as of the closing date (which will be the YSOC Amount as calculated as of the cutoff date). The overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections on the receivables, if any.

 

The Yield Supplement Overcollateralization Amount

 

The YSOC Amount with respect to any collection period and the related payment date, or with respect to the cutoff date, is the aggregate amount by which the principal balance as of the last day of such collection period or as of the cutoff date of the receivables (other than defaulted receivables) with an annual percentage rate as stated in the related contract of less than the "required rate" (as defined below) for such payment date or cutoff date, exceeds the present value, calculated using a discount rate equal to the required rate, of each scheduled payment of each such receivable assuming such scheduled payment is made on the last day of each month and each month has 30 days. As used herein, the term "required rate" means, (i) with respect to the cutoff date, 6.35% per annum, and (ii) with respect to the initial payment date and each period thereafter, 6.10% per annum, or, in each case, such other percentage approved by the rating agencies hired by the sponsor to rate the notes.

 

Excess Interest

 

The amount paid by obligors in respect of interest on the receivables is expected to be greater than the amount

 

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of the related servicing fee, amounts payable to the asset representations reviewer, and interest on the notes each month. Any such excess in interest payments from obligors will serve as additional credit enhancement.

 

Tax Status

 

Kirkland & Ellis LLP, special federal tax counsel, is of the opinion that for U.S. federal income tax purposes, the notes will be characterized as indebtedness, to the extent such notes are treated as beneficially owned by a person other than the issuing entity or its affiliates for such purposes, and the issuing entity will not be characterized as an association (or publicly traded partnership) taxable as a corporation. In accepting an offered note, each holder of that note will be deemed to agree to treat the note as indebtedness for income tax purposes.

 

We refer you to "Material U.S. Federal Income Tax Consequences" in this prospectus for additional information concerning the application of federal tax laws to the issuing entity and the notes and to "State and Local Tax Consequences" in this prospectus for additional information concerning the application of state tax laws to the issuing entity and the notes.

 

We encourage you to consult your own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction. See "Material U.S. Federal Income Tax Consequences" and "State and Local Tax Consequences" in this prospectus.

 

ERISA Considerations

 

Subject to the considerations discussed under "Certain ERISA Considerations" in this prospectus, the notes are eligible for purchase by pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts.

 

By its acquisition of an offered note each investor will be deemed to represent that either (i) it is not acquiring such note with the assets of any benefit plan or any plan subject to a similar law or (ii) its purchase and holding of such note will not give rise to a nonexempt prohibited transaction or a violation of any similar law.

 

We refer you to "Certain ERISA Considerations" in this prospectus.

Ratings of the Notes

 

We expect that the notes will receive credit ratings from at least two nationally recognized rating agencies hired by the sponsor to rate the notes.

 

The rating agencies hired by the sponsor have discretion to monitor and adjust the ratings on the notes.

 

The notes may receive an unsolicited rating from a rating agency not hired by the sponsor that is different from the ratings provided by the rating agencies hired by the sponsor to rate the notes. As of the date of this prospectus, we are not aware of any unsolicited ratings on the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency. See "Risk Factors— Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on your Notes or any Adverse Changes to a Hired Rating Agency May, Affect the Prices for the Notes Upon Resale" in this prospectus for more information.

 

Eligibility of the Class A-1 Notes for Purchase by Money Market Funds

 

The Class A-1 Notes are structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act. Rule 2a-7 includes additional criteria for investments by money market funds, some of which have recently been amended, including additional requirements relating to portfolio maturity, liquidity and risk diversification. If you are a money market fund contemplating a purchase of Class A-1 Notes, you are encouraged to consult your counsel before making a purchase.

 

Certificates

 

The issuing entity will also issue certificates that represent the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. The certificates are not being offered by this prospectus. The depositor will initially retain the certificates in satisfaction of the risk retention obligations of the sponsor. The depositor may transfer all or a portion of the certificates to another majority-owned affiliate of the sponsor on or after the closing date. The certificates will not be transferred, financed, pledged or hedged except as permitted under

 

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the risk retention regulations. See "Credit Risk Retention" in this prospectus for more information.

 

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RISK FACTORS

 

You should carefully consider the following risks for the notes before making an investment decision. In particular, distributions on your notes will depend on payments received on and other recoveries with respect to the receivables. Therefore, you should carefully consider the risk factors relating to the receivables and the financed vehicles.

 

Your investment could be materially and adversely affected if any of the following risks are realized.

 

You Must Rely For Repayment Only Upon the Issuing Entity's Assets, Which May Not Be Sufficient To Make Full Payments On Your Notes   Your notes are obligations of the issuing entity. Your notes will not represent an interest in or obligation of World Omni Auto Receivables LLC, World Omni Financial Corp., the indenture trustee, the owner trustee or any other person. Distributions on each class of notes will depend solely on the amount and timing of payments and other collections in respect of the receivables and the credit enhancement for the notes. World Omni Auto Receivables LLC cannot assure you that these amounts, together with other payments and collections in respect of the receivables, will be sufficient to make full and timely distributions on the notes. The notes and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or by any other person.
     
You May Experience Reduced Returns and Delays On Your Notes Resulting From Changes in Delinquency Levels and Losses   There can be no assurance that the historical levels of delinquencies and losses experienced by World Omni Financial Corp. on its retail installment sale contract portfolio, or as reflected in the static pool and vintage origination information attached hereto as Appendices A and B, will be indicative of the performance of the receivables included in the issuing entity or that the levels will continue in the future. Delinquencies or losses could increase significantly for various reasons, including changes in the local, regional or national economies or due to other events.
     
Interests of Other Persons In the Receivables and Financed Vehicles Could Be Superior To the Issuing Entity's Interest, Which May Result In Reduced Payments On Your Notes   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, 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 the sale of receivables on the closing date, 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. 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 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 any receivable sold to the issuing entity 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 as to

 

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    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 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 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 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 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 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.
     
If the Servicer Does Not Maintain Control of the Receivables Evidenced By Electronic Contracts, the Issuing Entity May Not Have A Perfected Security Interest In Those Receivables.   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 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

 

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    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 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 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 security interest in the receivables could be affected. The issuing entity'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. in maintaining 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.  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.

 

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    The law governing the perfection of security interests in electronic contracts by control is relatively recent. As a result, 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) 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) 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 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.
     
A Bankruptcy of the Depositor or the Servicer Could Delay or Limit Payments To You  

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

 

·     World Omni Auto Receivables LLC and the issuing entity might be the subject of a bankruptcy or state insolvency proceeding;

·     the bankruptcy or insolvency of World Omni Financial Corp. might result in the consolidation of the assets and liabilities of World Omni Auto Receivables LLC or the issuing entity with those of World Omni Financial Corp.; and

·     the sale of the receivables from World Omni Financial Corp. to World Omni Auto Receivables LLC might not be viewed as a true sale, which could result in the receivables being included in the estate of World Omni Financial Corp. should it become the subject of a bankruptcy or insolvency proceeding.

     
    If these efforts are unsuccessful, you could experience delays in payments due on your notes or may suffer losses on your notes.
     
    Following a bankruptcy or insolvency of World Omni Financial Corp., a court could conclude that the receivables are owned by World Omni Financial Corp. instead of the issuing entity. A court could reach this conclusion either because the transfer of the receivables from World Omni Financial Corp. to World Omni Auto Receivables LLC was not a true sale or because the court concluded that assets and liabilities of World Omni Financial Corp. and World Omni Auto Receivables LLC, should be consolidated and treated as a single estate for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or may not ultimately receive all interest and principal due to you because of:
     
   

·     the automatic stay which prevents a creditor from exercising remedies against a debtor in bankruptcy without permission from the court; and

·     the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in the financed vehicles or any cash collections on the receivables at the time a bankruptcy proceeding begins.

 

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Consolidation or Disregard of Sale Following a Bankruptcy of World Omni Financial Corp. May Cause Delays in Payments or Losses on Your Investment  

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. Either type of case could 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."

 

Termination of, or the failure to renew, the distributor agreement between Southeast Toyota Distributors, LLC, a wholly-owned subsidiary of JM Family Enterprises, Inc., and Toyota Motor Sales, U.S.A. could materially and adversely affect World Omni Financial Corp.'s business or financial condition, including its ability to meet its servicing and repurchase obligations, which could result in a servicer termination event and removal of World Omni Financial Corp. as servicer.

     
Class B Notes and Class C Notes Are Subject to Greater Risk Because of Subordination of that Class  

The Class B Notes bear greater risks than the Class A Notes because payments of interest on and principal of the Class B 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 on and principal of the Class A Notes.

 

The Class C Notes bear greater risks than the Class A Notes and Class B Notes because payments of interest on and principal of the Class C 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 on and principal of the Class A Notes and the Class B Notes.

     
    Interest payments on the Class B Notes and the Class C Notes 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 and owner trustee following an event of default and acceleration of the notes, and interest and principal payments on the Class A Notes 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 paid to the Class B Notes until all principal of and interest on the Class A Notes have been paid in full and no interest will be paid to the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full.

 

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Principal payments on the Class B Notes will be subordinated in priority to the Class A Notes, as described in "Description of the Notes—Payments of Principal" in this prospectus. No principal will be paid on the Class B Notes until all principal of the Class A Notes has been paid in full. In addition, principal payments on the Class B Notes will be subordinated to payments of interest on the Class A Notes and the Class B Notes. See "Description of the Notes—Payments of Principal" in this prospectus.

 

Principal payments on the Class C Notes will be subordinated in priority to the Class A Notes and the Class B Notes, as described in "Description of the Notes—Payments of Principal" in this prospectus. No principal will be paid on the Class C Notes until all principal of the Class A Notes and the Class B Notes has been paid in full. In addition, principal payments on the Class C Notes will be subordinated to payments of interest on the Class A Notes and the Class B Notes. See "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.
     
Holders of the Class B Notes and Class C Notes May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur   The Class A Notes will be the "controlling securities" under the indenture while any Class A Notes are outstanding. Only after the Class A Notes have been paid in full will the Class B Notes be the controlling securities, and only after the Class A Notes and Class B Notes have been paid in full will the Class C Notes be the controlling securities.
     
   

The rights of the controlling securities will include the following:

 

·     following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity, including a sale of the receivables;

·     following a servicer termination event, to waive the servicer termination event or to terminate the servicer;

·     to remove the indenture trustee and appoint a successor; and

·     to consent to certain other actions specified in the indenture.

 

    In exercising any rights or remedies under the indenture, the controlling securities may act solely in its own interests. Therefore, holders of Class B Notes and Class C Notes that are subordinated to the controlling securities will not be able to participate in the determination of any proposed actions that are within the purview of the controlling securities, and the controlling securities could take actions that would adversely affect the holders of the Class B Notes and the Class C Notes.
     
Payment Priorities Increase Risk of Loss or Delay in Payment to Certain 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, (ii) Class B Notes will be outstanding longer than

 

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    the Class A Notes, and, therefore, will be exposed to greater risk of losses on the receivables during periods after the Class A Notes 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 (iii) Class C Notes will be outstanding longer than the Class A Notes and the Class B Notes, and, therefore, will be exposed to greater risk of losses on the receivables during periods after the Class A Notes and the Class B Notes 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, and then to the Class C 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 A-4 Notes, the Class B Notes and the Class C Notes, as compared to the yield on the Class A-1 Notes, 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.
     
The Notes Are Not Suitable Investments for All Investors   The notes may not be a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment, and the interaction of these factors.
     
Limited Assets of the Issuing Entity Could Result in Losses on the Notes   The issuing entity will not have any significant assets or sources of funds to make payments on the notes other than the collections on the receivables and the amounts available in the reserve account. You must rely upon payments on the receivables and amounts available in the reserve account for repayment of your notes. Although (1) funds in the reserve account may be available on any payment date to cover shortfalls in distributions of interest and certain distributions of principal on the notes and (2) funds in the reserve account may be replenished with collections on the receivables remaining after making required interest payments and certain principal payments on the notes, the amounts available from the reserve account are limited. If the amounts on deposit in the reserve account become depleted, the issuing entity will depend solely on collections on the receivables to make payments on the notes. If the amounts on deposit in the reserve account are insufficient to cover shortfalls in payments of interest and principal, you may suffer losses.

 

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Proceeds of the Sale of Receivables May Not be Sufficient to Pay your Notes in Full; Failure to Pay Principal on your Notes Will Not Constitute an Event of Default Until Maturity   If so directed by the noteholders of the controlling securities, following an acceleration of the notes upon an event of default, the indenture trustee will sell the receivables held by the issuing entity. We cannot assure you, however, that the market value of those receivables will at any time be equal to or greater than the aggregate outstanding principal amount of the notes. Therefore, upon an event of default, there may not be sufficient funds available to repay you in full. In addition, the amount of principal required to be paid to you will be limited to amounts available in the collection account (and available amounts from the reserve account). Therefore, the failure to pay principal of your notes where funds are not available for such payment will not result in the occurrence of an event of default until the final scheduled payment date for your notes.
     
Prepayments on Receivables Will Cause Prepayments on Your Notes   You may receive payment of principal on the notes earlier than you expected for the reasons set forth below. You may not be able to reinvest the principal paid to you at a rate of return that is equal to or greater than the rate of return on the notes. Prepayments on the receivables by the related obligors and purchases of the receivables by World Omni Financial Corp and the servicer will shorten the life of the notes to an extent that cannot be fully predicted. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by you.
     
   

All of the receivables are prepayable at any time. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors, including:

 

·     an economic slowdown or recession;

·     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 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.

 

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You May Experience Reduced Returns and Delays on your Notes Resulting From a Vehicle Recall  

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—Prepayments on Receivables Will Cause Prepayments on Your Notes" in this prospectus.
     
The Rate of Depreciation of Certain Financed Vehicles Could Exceed the Amortization of the Principal Balance of the Financing on those Financed Vehicles, Which May Result in Losses.   There can be no assurance that the value of any financed vehicle will be greater than the principal balance of the related receivable.  New vehicles normally experience an immediate decline in value after purchase because they are no longer considered new.  As a result, it is highly likely that the principal balance of the related receivable will exceed the value of the related vehicle during the earlier years of a receivable's term.  Defaults during these earlier years are likely to result in losses because the proceeds of repossession are less likely to pay the full amount of interest and principal owed on the receivable.  The frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the financed vehicle is less than the remaining principal balance of the receivable.  The frequency and amount of losses may also be greater for obligors with little or no equity in their vehicles because the principal balances for such obligors are likely to be greater for similar loan terms and vehicles than for obligors with a more significant amount of equity in the vehicle.  Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, the amount of any loss tends to be greater for receivables secured by new vehicles because of the higher rate of depreciation described above. See "The Receivables Pool—The Receivables" for more information regarding the percentage of the aggregate starting principal balance of the pool representing financings of new vehicles securing receivables with original terms to maturity greater than 60 months.

 

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Receivables That Fail to Comply With Consumer Protection Laws May Be Unenforceable, Which May Result in Losses on Your Investment   Federal and state consumer protection laws regulate the creation, collection and enforcement of retail installment 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 contract, such as the issuing entity, 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 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 any affected receivable. To the extent World Omni Financial Corp. fails to make such repurchase payment or the issuing entity 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. We refer you to "Some Legal Aspects of the Receivables—Consumer Protection Laws."
     
    Recent interpretive guidance of Department of Defense regulations implementing the Military Lending Act limits the applicability of the regulations' motor vehicle exception to retail installment contracts that do not finance credit-related ancillary products, including guaranteed asset protection (GAP) waiver agreements. Accordingly, origination and servicing of receivables whose obligors are covered by the Military Lending Act, which include active duty servicemembers and their spouses and dependents, and which were originated on or after October 3, 2016 and which finance GAP waiver agreements or other credit-related ancillary products may need to comply with the requirements of the Military Lending Act. Regulations implementing the Military Lending Act limit the military annual percentage rate, adjust arbitration rules and require additional disclosures, among other requirements, and failure to comply with these requirements could render the related receivables void and/or subject the trust to liability. Financial services industry trade groups are seeking further clarification on the interpretive guidance and potential industry relief from its effects. As a result of certain restrictions imposed by the Military Lending Act, World Omni Financial Corp. is unable to determine, and there can be no assurance as to whether, or to what extent, the receivables sold to the issuing entity on the closing date are affected by the Military Lending Act. If the interpretive guidance ultimately requires Military Lending Act compliance for such receivables, it could result in an obligation of World Omni Financial Corp. to repurchase such receivables, thereby shortening the weighted average life of your notes, or materially affect the collections on such receivables and, in either event, you may experience delays in payments or it could reduce the funds that the issuing entity would otherwise have to make payments on your notes.

 

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    For more information regarding consumer protection laws, see "Some Legal Aspects of the Receivables—Consumer Protection Laws" in this prospectus.
     
The Geographic Concentration and Performance of the Receivables May Increase the Risk of Loss on Your Investment  

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 natural catastrophes.

     
    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 rising 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 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 a recession 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 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, or geological disasters, such as oil spills or other similar events, on the economy or on the receivables in those states. The effect of natural disasters, such as hurricanes and tornadoes, 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 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 a recession, hurricane, tornado 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 Pool as of the Cutoff Date" in this prospectus.
     
You May Have Difficulty Selling your Notes and/or Obtaining your Desired Price Due to the Absence of, or Illiquidity in, a Secondary Market for Such Notes and Because of General Global Economic Conditions   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 notes. We cannot assure you 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.

 

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    For several years after the 2008 financial crisis, major disruptions in the global financial markets caused a significant reduction in liquidity in the secondary market for asset-backed securities. While conditions in the financial markets and the secondary markets have improved, periods of illiquidity could occur again and 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 have experienced 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. 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.
     
   

In addition, the issuance and offering of the notes does not comply with the risk retention and due diligence requirements (the "EU Risk Retention and Due Diligence Requirements") which under Article 5 of Regulation (EU) 2017/2402 (the "Securitization Regulation") apply to certain types of EU-regulated investors including institutions for occupational retirement, credit institutions, alternative investment fund managers who manage or market alternative investment funds in the EU, investment firms, insurance and reinsurance undertakings and management companies of UCITS funds (or internally managed UCITS).  Lack of compliance with the EU Risk Retention and Due Diligence Requirements may preclude certain investors regulated in the European Union or the European Economic Area and certain of their affiliates from purchasing the notes and may result in the imposition of a penalty regulatory capital charge on the securities acquired by or on behalf of such investors or of other regulatory sanctions. 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 or you may suffer a loss on your investment.

 

Investors regulated in the European Union are encouraged to consult with their own investment and legal advisors regarding the suitability of the notes for investment.

     
The Return on Your Notes May be Reduced Due to Varying Economic Circumstances and/or an Economic Downturn   A 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 recession, rising oil prices, housing price declines, 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 may adversely affect the performance of the receivables. During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally

 

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    increase. High unemployment 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.
     
    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.
     
Federal Financial Regulatory Legislation Could Have an Adverse Effect on World Omni Financial Corp., the Depositor and the Issuing Entity, Which Could Result in Losses or Delays in Payments on your Notes  

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

 

·     created the Bureau of Consumer Financial Protection, previously known as the Consumer Financial Protection Bureau ("CFPB"), an agency responsible for administering and enforcing the 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 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

 

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    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") are actively investigating the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities. The CFPB has been reviewing the actions of indirect auto finance companies with regard to pricing and other activities and the CFPB has recently 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.  Additionally, there have been news reports indicating that the CFPB is investigating banks and finance companies over the sale and financing of extended warranties and other add-on products. Both the FTC and CFPB have announced various enforcement actions against lenders and finance companies over the last few years 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 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 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.
     
    The CFPB has indicated an intention to focus its resources on certain priorities, including initiation of the rulemaking process regarding debt collection practices that would apply to third-party collectors and first-party collectors, such as World Omni Financial Corp., and continued examination and investigation of, and potential rulemaking regarding, consumer credit reporting practices.  The timing and impact of these anticipated 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 gave broader powers to the SEC to

 

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    regulate credit rating agencies and adopt regulations governing these organizations and their activities.
     
    Compliance with the implementing regulations 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 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. 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

 

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    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.
     
Existing Legislation and Future Regulatory Reforms Could Have an Adverse Effect on World Omni Financial Corp.'s Business and Operating Results   Due to the current economic and political environment, World Omni Financial Corp. and other financial institutions have faced increased regulation and regulatory scrutiny. The financial services industry has begun to see increased disclosure obligations and may see restrictions on pricing and enforcement proceedings through the Dodd-Frank Wall Street Reform and Consumer Protection Act and other similar 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.
     
Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on your Notes or any Adverse Changes to a Hired Rating Agency May, Affect the Prices for the Notes Upon Resale   The depositor expects that the 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 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 warrants 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

 

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    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 notes.
     
    Potential investors in the 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 notes.
     
The Failure to Pay Interest on the Subordinated Classes of Notes is Not an Event of Default   The indenture provides that while a senior class or classes of notes are outstanding, the failure to pay interest when due on the outstanding subordinated class or classes of notes will not be an event of default under the indenture.  Accordingly, the failure to pay interest when due on the Class B Notes will not be an event of default under the indenture unless and until the Class A Notes have been paid in full, and the failure to pay interest when due on the Class C Notes will not be an event of default under the indenture unless and until the Class A Notes and the Class B Notes have been paid in full.  Under these circumstances, the holders of the subordinated classes of notes which are not controlling securities will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any action under the indenture.
     
Changes to the U.S. Federal Income Tax Laws Could Have an   On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the "Tax Cuts and Jobs Act"), which contains significant

 

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Adverse Impact on Holders of the Notes

 

  changes to the Internal Revenue Code and could have an adverse impact on certain holders of the notes.  Under the Tax Cuts and Jobs Act, a noteholder that uses an accrual method of accounting for U.S. federal income tax purposes generally is required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements.  The application of this rule thus may require the accrual of income earlier than would be the case under the general tax rules described under "Material U.S. Federal Income Tax Consequences" in this offering memorandum, although the precise application of this rule is unclear at this time.  Further, it is unclear at this time the specific impact that other provisions of the Tax Cuts and Jobs Act could have on holders of the notes.  We cannot predict the impact of the Tax Cuts and Jobs Act nor whether, when, or to what extent any new local, state or U.S. federal tax bills, laws, regulations, interpretations or rulings will be issued or become law, or the long-term impact of any such bills, laws, regulations, interpretations or rulings on holders of the notes.
     
The Return on Your Notes Could be Reduced by Shortfalls Due to Military Action   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 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."
     
Commingling By the Servicer May Result in Delays and Reductions in Payments on your Notes   So long as the Monthly Remittance Condition is satisfied, World Omni Financial Corp., as the servicer, may retain all collections on the receivables received from the related obligors and all proceeds relating to the receivables and the financed vehicles collected during a collection period until the business day preceding the related payment date. During this time, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the day preceding each payment date, the servicer must deposit into the collection account, all payments on the receivables received from the obligors and all proceeds relating to the receivables and the financed vehicles collected during the related collection period.
     
Because the Notes are in Book-Entry Form, your Rights Can Only Be Exercised Indirectly   Because the notes will be issued in book-entry form, you will be required to hold your interest in your notes through The Depository Trust Company (“DTC”) in the United States, or Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank S.A./N.V. (“Euroclear”) in Europe. Transfers of interests in the 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 notes are in book-entry form, you will not be entitled to receive a definitive note

 

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    representing your interest. The 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 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.
     
You May Suffer Delays in Payments as a Result of the Manner in Which Principal of the Notes is Paid.   Payments on the notes will be made to DTC, rather than directly to you, and DTC will then credit payments received from the indenture trustee to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the indenture trustee.

 

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WORLD OMNI FINANCIAL CORP.

 

World Omni Financial Corp. is a Florida corporation and a wholly-owned subsidiary of JM Family Enterprises, Inc., a Delaware corporation ("JMFE"). JMFE, through its subsidiaries, provides a full range of automotive-related distribution and financial services to Toyota dealerships in the Five-State Area. Financial services are also provided to other dealerships throughout the United States. The principal executive offices of World Omni Financial Corp. are located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and its telephone number is (954) 429-2200.

 

World Omni Financial Corp. provides retail installment sale contract and lease contract financing to retail customers of Toyota automobile dealers within the Five-State Area. World Omni Financial Corp. services automobile and light-duty truck retail installment sale contracts and leases for its own account and the account of third parties. World Omni Financial Corp. also provides wholesale floorplan financing and capital and mortgage loans to some Toyota dealers, and their affiliates, in the Five-State Area.

 

Southeast Toyota Distributors, LLC, which is a wholly-owned subsidiary of JMFE and a World Omni Financial Corp. affiliate, is the exclusive distributor of Toyota cars and light-duty trucks, parts and accessories in the Five-State Area. Southeast Toyota Distributors, LLC distributes Toyota vehicles pursuant to a distributor agreement, which first was entered into in 1968 and has been renewed through October 2019, with Toyota Motor Sales, U.S.A., Inc., a California corporation. World Omni Financial Corp. has provided financial services to Toyota dealers in the Five-State Area since 1982, operating under the "Southeast Toyota Finance" name since 1996.

 

As of March 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015, and December 31, 2014, World Omni Financial Corp. and its affiliates' originated portfolio, including retail installment sale contracts that were sold but are still being serviced by World Omni Financial Corp., had 571,686, 572,018, 550,985, 515,465, 492,849, and 473,592 retail installment sale contracts outstanding, respectively. The aggregate outstanding principal balances of retail installment sale contracts at the above dates, including retail installment sale contracts that were sold but are still being serviced by World Omni Financial Corp., were approximately $10.6 billion, $10.7 billion, $10.1 billion, $9.2 billion, $8.5 billion, and $7.9 billion, respectively.

 

In addition to its role as servicer, World Omni Financial Corp. is the sponsor of, and has participated in the structuring of, the securitization transactions contemplated by this prospectus. World Omni Financial Corp. is responsible for originating or acquiring the receivables included in the transaction described in this prospectus and World Omni Financial Corp. is responsible for servicing those receivables as described below. World Omni Financial Corp. has been engaged in the securitization of assets since 1986. World Omni Financial Corp.'s first public securitization transaction in 1992 involved approximately $248 million of receivables and World Omni Financial Corp.'s most recently completed retail public securitization transaction in 2019 involved approximately $1,111 million of retail installment sale contracts. From 1992 through March 2019, World Omni Financial Corp. securitized an aggregate of approximately $34.7 billion of retail installment contract receivables in term securitization transactions. World Omni Financial Corp. has also sponsored 28 term securitizations of leases and dealer floorplan receivables. World Omni Financial Corp.'s experience in and overall procedures for originating and underwriting receivables are described further under "World Omni Financial Corp.'s Automobile Financing Business" and "Description of the Trust Documents—The Servicer." No securitization sponsored by World Omni Financial Corp. has defaulted or experienced an early amortization triggering event.

 

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WORLD OMNI FINANCIAL CORP.'S AUTOMOBILE FINANCE BUSINESS

 

World Omni Financial Corp. purchases retail installment sale contracts in the Five-State Area from dealers pursuant to existing dealer agreements in the ordinary course of business. We refer you to "World Omni Financial Corp." in this prospectus. The contracts purchased by World Omni Financial Corp. are entered into by participating dealers in accordance with World Omni Financial Corp.'s requirements and are purchased in accordance with World Omni Financial Corp.'s underwriting standards, which emphasize factors including the prospective purchaser's ability to make timely payments and creditworthiness. Additionally, to a limited extent, in the Five-State Area and in other states in which World Omni Financial Corp. conducts business, World Omni Financial Corp. originates retail installment sales finance contracts directly with customers in connection with financing the purchase of vehicles off lease.

 

World Omni Financial Corp. primarily purchases retail installment sale contracts from a network of participating dealers pursuant to written agreements with World Omni Financial Corp. Each dealer offers automobile and light-duty truck retail installment financing to prospective purchasers. If the dealer desires to offer the resulting retail installment sale contract to World Omni Financial Corp., then such financing must be made pursuant to World Omni Financial Corp.'s approved terms and a World Omni Financial Corp. supplied or approved form of retail motor vehicle installment sale contract and disclosure statement. Each dealer is responsible for obtaining information about a prospective purchaser and for forwarding the information for evaluation to World Omni Financial Corp. All submitted information with respect to each application, along with any credit bureau information obtained by World Omni Financial Corp., is reviewed, evaluated and "scored" by World Omni Financial Corp. as described under "—Underwriting" below. To the extent the credit evaluation results in an automatic approval or declination, such results are communicated directly back to the dealer. For applicants that are not automatically approved or declined, the results of this computer-based evaluation are referred to an analyst for final review and credit evaluation. The analyst then advises the dealer if the applicant is acceptable to World Omni Financial Corp. If a prospective buyer is accepted, either automatically or following the evaluation by an analyst, the dealer will prepare all necessary paperwork to sell the vehicle to the customer, including entering into a retail installment sale contract with its customer. The dealer thereafter sells the contract to World Omni Financial Corp. World Omni Financial Corp. then verifies that all documents supplied by a dealer with respect to a retail installment sale contract conform with World Omni Financial Corp.'s requirements. World Omni Financial Corp. also makes efforts to confirm that the dealer has made on a timely basis all filings with state agencies that are necessary to ensure that World Omni Financial Corp. is listed as the lienholder on the title to the applicable vehicle. For further information regarding the underwriting of retail installment sale contracts, see "—Underwriting" below.

 

Service centers located in Mobile, Alabama and Earth City, Missouri service World Omni Financial Corp.'s retail installment sale contracts following origination. Each of these centers is a multi-service facility and they collectively handle the following: collection activities (early stage, late stage, skip tracing, recovery and deficiency balances and bankruptcy), remarketing, administrative services, dealer services, operational accounting and customer and dealer inquiries.

 

Underwriting

 

The World Omni Financial Corp. underwriting standards are intended to evaluate a prospective buyer's credit standing and repayment ability. Generally, the dealer requests a prospective buyer to complete a credit application on a form prepared or approved by World Omni Financial Corp. As part of the description of the applicant's financial condition, the applicant is required to provide current information including:

 

·employment history;

 

·residential status; and

 

·annual income.

 

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Upon receipt of a credit application, either electronically through an online source such as DealerTrack or RouteOne or via facsimile, World Omni Financial Corp. transfers all application data into a centralized computer network owned and operated by a third party vendor. The origination system obtains an independent credit bureau report and the computer network automatically relays the application and credit bureau data to decision software which has been customized to perform credit evaluations for World Omni Financial Corp. The decision software uses a number of factors in performing the credit evaluation, such as the amount of the monthly payment, the amount financed, the term of the loan, the applicant's monthly income, the amount of monthly rent or mortgage payments and debt ratios, and credit bureau attributes, such as number of trade lines, utilization ratio and number of credit inquiries. As part of this process, the decision software calculates a credit score that is used in addition to credit rules to determine a recommended credit decision. This information enables World Omni Financial Corp. to review an application and establish the likelihood that the proposed retail installment sale contract will be paid in accordance with its terms. World Omni Financial Corp. has established minimum credit score requirements and applicants who fall below the minimums are automatically declined by the decision software or recommended for decline and referred to a credit analyst for further review. Applicants that exceed these minimum credit scores are then evaluated by the decision software using business rules relating to certain other characteristics, such as loan-to-value, payment-to-income and debt-to-income ratios and credit bureau information regarding other trade lines and the status of such trade lines. To the extent the decision software's credit evaluation results in an automatic approval or automatic decline, such results are communicated directly back to the dealer. Otherwise, the results of this computer-based evaluation are referred to a credit analyst for final review and credit evaluation.

 

If credit bureau data is not available on a consumer applicant or if the applicant is a business then the software cannot electronically evaluate the application. In other cases, an application is not automatically rejected but does not meet the criteria for automatic approval, either because of incomplete or inconsistent information or because one or more credit-related terms is not within prescribed automatic approval levels. A credit application rejected by the decision software may also be resubmitted or re-evaluated based on information from the dealer. In such cases, a World Omni Financial Corp. credit analyst evaluates the application based on the company's underwriting guidelines.

 

The credit analyst considers information, some of which is evaluated in the decision software, such as the applicant's income and the collateral, the applicant's credit bureau report and the applicant's internal credit score, and weighs other factors, such as the applicant's prior experience with World Omni Financial Corp. To support consistent credit decisions, World Omni Financial Corp. establishes credit rules that are used by credit analysts that provide a framework of evaluation guidelines for specific attributes of an application, including affordability measures like payment-to-income and debt-to-income ratios, FICO® score and contract term. These credit rules are not strict limits or requirements and the credit analysts evaluating an application may determine whether there may be other factors that, in their judgment, support approval of the application, including demonstrated ability to pay, strong credit history and residency and employment stability. Based on the credit analyst's assessment of the strengths and weaknesses of each application, the credit analyst will then either approve the application, reject the application or forward the application for review by a World Omni Financial Corp. associate with higher approval authority. The credit analyst may work with the dealer to determine acceptable contract terms for applications that cannot be approved as originally submitted. The credit analyst may grant a conditional approval on the addition of a qualified co-obligor or guarantor or on modifications to the financing terms, such as a higher cash down payment or a less expensive vehicle. If data entry or inconsistent information is the reason a credit application did not receive automatic approval, the credit analyst will contact the dealer if necessary to verify the data in question and to make corrections if necessary or to obtain proof of the inconsistent data. In limited circumstances, World Omni Financial Corp. may pre-approve potential and existing customers with established automobile credit histories for new installment sales contracts without the use of a custom applicant scorecard.

 

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Failure to be automatically approved through the decision software does not mean that an application does not meet World Omni Financial Corp.'s underwriting guidelines. Any application determined by World Omni Financial Corp. to have been inappropriately approved outside of its underwriting guidelines is ineligible for inclusion in a pool of receivables.

 

To a limited extent, in the Five-State Area and in other states in which World Omni Financial Corp. conducts business, World Omni Financial Corp. purchases retail installment contracts, and in some cases originates retail installment contracts directly with customers under a lease termination program that provides obligors who lease vehicles through World Omni Financial Corp., and in certain cases assignees of those obligors, the option of financing the purchase of the leased vehicle on or prior to lease expiration. This "lease-to-retail" loan origination process relies, in large part, on the applicant's past payment history and, in some cases, credit bureau score. All lease-to-retail applicants are required to go through the credit approval process, which is the same in all material respects as the one used in connection with the evaluation of applications submitted from dealers, although more weight may be given to the applicant's payment history than credit bureau score, and the potential loss exposure, if any, with respect to the leased vehicle is considered.

 

Except as described above, World Omni Financial Corp. has not had any recurring categories or types of exceptions to its underwriting standards.

 

Risk Based Pricing

 

World Omni Financial Corp. uses risk based pricing. Pricing, and ultimately interest rate, is based either on the credit bureau scores of the applicant(s) or on a custom consumer credit score calculated by World Omni Financial Corp. during the loan application process. The ultimate interest rate offered to an applicant can be altered based on the requested loan to value ratio as well as other relevant factors.

 

Electronic Contracts and Electronic Contracting

 

World Omni Financial Corp. supports electronic contracting in the Five-State Area, under which the related contracts are evidenced by an electronic record and are electronically signed by the related obligors.  World Omni Financial Corp. has contracted with a third-party to facilitate the process of creating and storing such electronic contracts in an electronic vault maintained by such third-party on behalf of World Omni Financial Corp.  The third-party's technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology that enable electronic contracting in the automobile retail industry.  Through use of the third-party's system, a dealer originates electronic retail installment sale contracts and then transfers these electronic contracts to World Omni Financial Corp.   

 

The electronic vaulting system uses a combination of technological and administrative features that are designed to (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the receivable, (ii) manage access to and the expression of the authoritative copy, (iii) identify World Omni Financial Corp. as the owner of record of the authoritative copy and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

 

Servicing

 

World Omni Financial Corp. makes collection efforts in its capacity as servicer with respect to delinquent accounts. World Omni Financial Corp. considers a retail installment sale contract to be delinquent for servicing and collection purposes when more than $40 of a scheduled payment on a cumulative basis (after giving effect to any past due payments) is not paid by the obligor by the related due date. Any portion of a scheduled payment not paid on the related due date automatically continues to be due with the next scheduled payment.

 

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Generally, delinquent accounts are assigned to a risk group that determines the collection calling and letter strategies and timelines applicable to those accounts. Risk groups are developed to establish when the first call will be made or the first letter will be sent to that obligor.

 

Accounts are also segregated into specialized call work lists based on legal requirements applicable to the accounts. These specialized work lists generally include active bankruptcies, litigations, confiscations, and accounts protected by the Servicemembers Civil Relief Act. Specialized manual account calling may be initiated at later stages of delinquency status.

 

Calls to obligors are placed by World Omni Financial Corp., or by independent contractors retained by World Omni Financial Corp. Involuntary repossessions and certain voluntary repossessions are handled by independent contractors that are engaged in the business of repossessing vehicles in localities across the United States. Independent repossession contractors utilized by World Omni Financial Corp. are required to maintain all state required licenses, bonds, and insurance coverage. Generally, repossessed vehicles are disposed of by auction. Upon repossession and disposition of the financed vehicle, any remaining deficiency may be pursued by World Omni Financial Corp. or, in cases in which the deficiency remains uncollected, may be assigned to an independent collection service provider retained by World Omni Financial Corp. Deficiency balances may be pursued to the extent the obligor is deemed to have sufficient assets and there is reasonable expectation of repayment or is currently employed for garnishment purposes, where permitted by state law. We refer you to "Some Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds."

 

The sale and servicing agreement will permit World Omni Financial Corp. to reschedule or extend a receivable and grant a rebate or other adjustment in accordance with its customary procedures and otherwise in accordance with the sale and servicing agreement. Generally, extensions may be granted if the extension will bring the account current and the obligor has made 6 or more scheduled monthly payments. The customary procedures of World Omni Financial Corp. will be subject to change from time to time. The sale and servicing agreement will provide that all related extension fees that are received from obligors must be deposited into the collection account within two business days of receipt and identification (including receipt of proper instructions regarding where to allocate such payment) by the servicer, unless the servicer is making deposits on a monthly basis as permitted under the sale and servicing agreement. If the servicer breaches any of the obligations in the sale and servicing agreement that are described above and the related receivable is materially and adversely affected by the breach, then upon the discovery of such breach, unless the breach shall have been cured by the last day of the second collection period following discovery or notice of such breach (or, at the servicer's election, the last day of the first following collection period), the servicer shall purchase any such receivable. In addition, if the servicer extends the date for final payment by the obligor of a receivable beyond the month immediately preceding the month in which the final scheduled payment date of the Class C Notes occurs, the servicer shall purchase such receivable by the earlier of (i) the last day of the second collection period following the date of such extension (or, at the servicer's election, the last day of the first following collection period) and (ii) the last day of the month immediately preceding the month in which the final scheduled payment date of the Class C Notes occurs. In consideration of the purchase of any such receivable, the servicer shall remit the Purchase Amount. We refer you to "Description of the Trust Documents—Servicing Procedures." For modifications or waivers that do not result in a purchase of the receivable, World Omni Financial Corp. does not expect that these changes or waivers will materially affect the cash flows on the notes.

 

Insurance

 

World Omni Financial Corp. requires each obligor under a receivable to obtain comprehensive and collision insurance with respect to the related financed vehicle and requires the selling dealer to verify the existence of the insurance (whether by obtaining a copy of a current insurance card or otherwise) before it will purchase the contract from the dealer. Following the purchase, World Omni Financial Corp. performs no ongoing verification of insurance coverage.

 

World Omni Financial Corp. does not require obligors to maintain credit disability, credit life or credit health or other similar insurance coverage which provides for payments to be made on the automobile and light-duty truck retail installment sale contracts that it purchases or originates on behalf of the obligors in the event of disability or death. To the extent that any of these insurance coverages is obtained on behalf of an obligor, payments received in respect of coverage may, if permitted by applicable law, be applied to payments on the related receivable to the

 

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extent the obligor's beneficiary chooses to do so. If the obligor finances the purchase of such insurance coverage under the related retail installment sale contract, payments received in respect of such coverage will be remitted to the servicer and applied to payments on the related receivable.

 

Customer Service

 

In the normal course of business, World Omni Financial Corp. responds to requests for information from both dealers and obligors. Incoming calls are processed through a Voice Response Unit (VRU), which provides automated assistance for routine inquiries and services such as payoff quotes, mailing addresses, electronic pay-by-phone, and last payment information. Customer service representatives are also available during standard business hours to provide assistance to those dealers and obligors that are unable to resolve their issues through the VRU. World Omni Financial Corp. also provides a customer website providing customers with the ability to self-service accounts including making payments, obtaining extensions based on compliance with automated guidelines, reviewing payment histories, obtaining monthly statements and requesting account reviews.

 

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THE DEPOSITOR

 

World Omni Auto Receivables LLC was formed as a Delaware limited liability company on April 13, 1999. The principal executive offices of the depositor are located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442, and its telephone number is (954) 429-2200. World Omni Financial Corp. holds all of the outstanding membership interests of the depositor, and is the managing member of the depositor (which is also managed in certain respects by a board of directors).

 

The depositor was organized solely for the purpose of acquiring receivables and associated rights, issuing securities and engaging in related transactions. The depositor's limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes.

 

In connection with the offering of the notes, the chief executive officer of the depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the receivables and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the notes when due. This certification will be filed by the depositor with the SEC at the time of filing of this prospectus. The certification should not be considered to reduce or eliminate the risks of investing in the notes.

 

The depositor has met the registration requirements of General Instruction I.A.1 of Form SF-3 by filing no later than the date of the filing of the final prospectus, and determining that each of its affiliated depositors and issuing entities have filed within the prior 90 days:

 

·the certification of the chief executive officer of the depositor described above; and

 

·the trust documents containing the provisions described in "Description of the Trust Documents—Asset Representations Review," "—Dispute Resolution for Repurchase Requests" and "—Noteholder Communications."

 

The depositor will initially retain the certificates of the issuing entity. The certificates represent the ownership interest in the issuing entity and the right to all funds not needed to make required payments on the notes, pay fees and expenses of the issuing entity or make deposits in the reserve account. The certificates are subordinated to the notes and represent the first-loss interest in the securitization transaction described in this prospectus. The certificates will not be transferred, financed, pledged or hedged by World Omni Financial Corp., the depositor or any of their affiliates, except as permitted under Regulation RR. For more information about the required retention of credit risk in the transaction by the sponsor, you should read "Credit Risk Retention."

 

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THE ISSUING ENTITY

 

The issuing entity is a statutory trust formed under the laws of the State of Delaware pursuant to a trust agreement between the depositor and the owner trustee. Before the sale and assignment of the trust assets to the issuing entity, the issuing entity will have no assets, obligations or operating history. The issuing entity will not engage in any business other than:

 

·acquiring, holding and managing the receivables, the other trust assets and any proceeds from the receivables and other trust assets;

 

·issuing and making payments on the notes and certificates;

 

·assigning and pledging the property of the issuing entity to the indenture trustee; and

 

·performing its obligations under the trust documents and engaging in other activities to accomplish the above.

 

Please see "Description of the Trust Documents" in this prospectus for further description of the issuing entity and its activities.

 

The requirements that apply to an amendment of the trust agreement are described in "Description of the Trust Documents—Amendments."

 

The issuing entity's initial equity capitalization is expected to be approximately $53,508,434.47, which is the aggregate starting principal balance of the receivables (which includes the YSOC Amount, as of the cutoff date), less the aggregate initial principal amount of the notes as of the closing date, plus the amounts on deposit in the reserve account. The certificates, evidencing an undivided beneficial interest in the issuing entity that is subordinate to the interest of the holders of the notes, will be issued to and initially retained by the depositor. The certificates represent the equity or residual interest in the issuing entity and are not being offered by this prospectus.

 

Capitalization of the Issuing Entity

 

The following table illustrates the expected assets of the issuing entity as of the closing date:

 

Aggregate Starting Principal Balance of the Receivables  $879,483,109.18 
Reserve Account  $2,075,325.29 

 

The following table illustrates the expected liabilities of the issuing entity as of the closing date:

 

Class A-1 Notes  $171,000,000 
Class A-2 Notes   268,940,000 
Class A-3 Notes   268,940,000 
Class A-4 Notes   81,820,000 
Class B Notes   24,900,000 
Class C Notes   12,450,000 
Total  $828,050,000 

 

No expenses will be incurred in connection with the selection and acquisition of the receivables from the offering proceeds.

 

The issuing entity's fiscal year ends on December 31.

 

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The Owner Trustee

 

BNY Mellon Trust of Delaware ("BNYM Delaware"), a Delaware banking corporation, will act as owner trustee under the trust agreement. BNYM Delaware is an affiliate of The Bank of New York Mellon, a New York banking corporation, which provides support services on its behalf in this transaction. BNYM Delaware's principal place of business is located at 301 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, Attention: Corporate Trust Administration. BNYM Delaware has acted as Delaware trustee on numerous asset-backed transactions, including the structure of the transaction referred to herein. You may contact BNYM Delaware by calling (302) 791-3610.

 

In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (RMBS) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.

 

The owner trustee's liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee described in the trust documents.

 

The Indenture Trustee

 

U.S. Bank National Association ("U.S. Bank"), a national banking association, will act as the indenture trustee, initial note registrar and note paying agent under the indenture for the benefit of the noteholders and will also act as the initial certificate registrar and certificate paying agent under the trust agreement. U.S. Bancorp, with total assets exceeding $467 billion as of December 31, 2018, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of December 31, 2018, U.S. Bancorp served approximately 18 million customers and operated over 3,000 branch offices in 25 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

 

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 53 Domestic and 2 International cities. The Indenture will be administered from U.S. Bank's corporate trust office located at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603.

 

U.S. Bank has provided corporate trust services since 1924. As of December 31, 2018, U.S. Bank was acting as trustee with respect to over 96,000 issuances of securities with an aggregate outstanding principal balance of over $3.9 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

 

The indenture trustee shall make each monthly statement available to the Noteholders via the indenture trustee's internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the indenture trustee's bondholder services group at (800) 934-6802.

 

As of December 31, 2018, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on 155 issuances of automobile receivables-backed securities with an outstanding aggregate principal balance of approximately $61,524,300,000.

 

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank, in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities ("RMBS") trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the

 

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trustee's purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

 

Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above. Previously, U.S. Bank disclosed that the most substantial case was: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and a companion class action case involving additional trusts (collectively, the "BlackRock cases"). Some of the trusts implicated in the aforementioned BlackRock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.

 

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs' claims vigorously.

 

The indenture trustee's liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the indenture trustee described in the trust documents.

 

The Trust Property

 

The primary assets of the issuing entity will include the following:

 

·a pool of receivables consisting of retail installment sale contracts secured by new and used automobiles and light-duty trucks;

 

·monies received under the receivables after the cutoff date;

 

·amounts that from time to time may be held in the Trust Accounts;

 

·the rights of the depositor under the purchase agreement pursuant to which the depositor purchases the receivables from World Omni Financial Corp. and all of the rights of the issuing entity under the sale and servicing agreement pursuant to which the depositor sold the receivables to the issuing entity and the servicer services the receivables on behalf of the issuing entity;

 

·security interests in the financed vehicles;

 

·the rights of the depositor to receive any proceeds with respect to the receivables from claims on certain insurance policies covering the financed vehicles or the obligors;

 

·any credit enhancement; and

 

·any and all proceeds of the foregoing.

 

The underwriting criteria applicable to the receivables included in the issuing entity are described under "World Omni Financial Corp.'s Automobile Finance Business—Underwriting."

 

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ASSET REPRESENTATIONS REVIEWER

 

Clayton Fixed Income Services LLC, a Delaware limited liability company, will act as the "asset representations reviewer" under the asset representations review agreement. Clayton is a wholly-owned subsidiary of Radian Group, Inc. (NYSE: RDN). Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services since 1989. Clayton has been engaged as the asset representations reviewer on more than 250 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

 

Clayton and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements.  Clayton and its affiliates have performed over 12 million loan reviews and have provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government-sponsored enterprises and other governmental agencies.  These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

 

The asset representations reviewer is not affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates and none of the asset representations reviewer's affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the receivables. For so long as the notes remain outstanding, the asset representations reviewer must satisfy these eligibility criteria.

 

The asset representations reviewer's main obligations will be:

 

·reviewing each Review Receivable following receipt of a review notice from the indenture trustee, and

 

·providing a report on the results of the review to the issuing entity, the servicer and the indenture trustee.

 

For a description of the review to be performed by the asset representations reviewer, you should read "Description of the Trust Documents — Asset Representations Review."

 

To the extent any fees, expenses and indemnification amounts of the asset representations reviewer are not paid by the servicer, any such unpaid amounts will be paid by the issuing entity on each payment date from Available Funds up to the limit of $150,000 per calendar year. See "Fees and Expenses" in this prospectus. The issuing entity will pay any of these amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the issuing entity and all required interest and principal payments on the notes and after any required deposits in the reserve account have been made. Following an event of default, however, these fees, expenses and indemnities will be paid prior to required interest and principal payments on the notes. See "Description of the Trust Documents—Distributions" in this prospectus.

 

The asset representations reviewer's liability in connection with the asset representations review is limited solely to the express obligations of the asset representations reviewer set forth in the asset representations review agreement. The asset representations reviewer is not responsible for (a) reviewing the receivables for compliance with the representations under the trust documents, except in connection with a review under the asset representations review agreement or (b) determining whether noncompliance with any representation is a breach of the trust documents or if any receivable is required to be repurchased.

 

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The asset representations reviewer will not be liable for any action taken, or not taken, in good faith under the asset representations review agreement or for errors in judgment. However, the asset representations reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under the asset representations review agreement. The issuing entity will, or will cause the servicer to, indemnify the asset representations reviewer for all liabilities resulting from the performance of the asset representations reviewer's obligations under the asset representations review agreement, other than resulting from the asset representations reviewer's willful misconduct, bad faith or negligence, breach of any of its representations or warranties in the asset representations review agreement or breach of its obligations related to protecting confidential and personally identifiable information provided to it.

 

The asset representations reviewer may not resign unless it becomes legally unable to act. The issuing entity may also remove the asset representations reviewer if the asset representations reviewer (1) ceases to be eligible to continue as an asset representations reviewer, (2) breaches any of its representations, warranties, covenants or obligations contained in the asset representations review agreement or (3) becomes subject to an insolvency event. Following the resignation or removal of the asset representations reviewer, the issuing entity will be obligated to appoint a successor asset representations reviewer. Any resignation or removal of an asset representations reviewer and appointment of a successor asset representations reviewer will not become effective until acceptance of the appointment by the successor asset representations reviewer. As described under "Description of the Trust Documents—Periodic Reports," each Form 10-D will contain a description of the date and circumstances surrounding any resignation, removal, replacement or subsitution of the Asset Representations Reviewer that occurred during the related collection period. Reasonable expenses associated with the termination of the asset representations reviewer and the appointment of a successor will be borne by the outgoing asset representations reviewer.

 

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THE RECEIVABLES POOL

 

The primary assets of the issuing entity will include a pool of fixed rate retail installment sale contracts used to finance new and used automobiles and light-duty trucks, which we refer to as the pool of receivables. The receivables consist of Simple Interest Receivables. Simple Interest Receivables provide for the amortization of the amount financed under the receivable over a series of fixed level monthly payments. Each monthly payment consists of an installment of interest, which is calculated on the basis of the principal balance of the receivable multiplied by the stated annual percentage rate or base rate, as applicable, and further multiplied by the period elapsed (as a fraction of a calendar year) since the preceding payment of interest was made. As payments are received under a Simple Interest Receivable, the amount received is applied first to interest accrued to the date of payment and the balance is applied to reduce the unpaid principal balance. Accordingly, if an obligor pays a fixed monthly installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if an obligor pays a fixed monthly installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less. In either case, the obligor pays a fixed monthly installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the principal balance.

 

Pending sale to the depositor, World Omni Financial Corp. may finance the receivables in warehouse facilities provided to affiliates of World Omni Financial Corp. On the closing date, these affiliates and the related warehouse providers will transfer the receivables to World Omni Financial Corp. for sale to the depositor. World Omni Financial Corp. will make the representations and warranties with respect to the receivables as described in "Description of the Trust Documents—Sale and Assignment of Receivables" in this prospectus.

 

The Receivables

 

The characteristics set forth in this section are based on the pool of receivables as of the cutoff date.

 

The issuing entity will acquire the receivables in the pool from the depositor on the closing date. The aggregate starting principal balance of receivables included in the pool sold to the issuing entity on the closing date will be $879,483,109.18, as of the cutoff date.

 

As of the cutoff date, approximately 0.11% of the aggregate starting principal balance of the receivables in the pool were originated by World Omni Financial Corp. under a program in which World Omni Financial Corp. finances the purchase of a vehicle that was previously leased. See "World Omni Financial Corp.'s Automobile Finance Business – Underwriting" for more information on this program. As of the cutoff date, each of the receivables in the pool met certain eligibility criteria, which formed the basis for the selection of the receivables. The eligibility criteria provide that each receivable:

 

·was secured by a new or used Toyota branded automobile or light-duty truck;

 

·was originated in the United States;

 

·was originated or acquired by World Omni Financial Corp. in the ordinary course of business;

 

·was a Simple Interest Receivable;

 

·does not have a FICO® score at the time of origination between and including 1 and 649;

 

·provided for level monthly payments after the cutoff date that fully amortize the amount financed over its original term, except that the first and last months may vary from the level monthly payments;

 

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·had an original term to maturity of 24 to 75 months;

 

·provided for the payment of a finance charge at a stated annual percentage rate ranging from 0.00% to 20.00%;

 

·did not have a scheduled payment for which more than $40.00 was more than 30 days past due;

 

·was not due, to the best knowledge of World Omni Financial Corp., from any obligor who was the subject of a bankruptcy proceeding or was bankrupt or insolvent;

 

·was not secured by a financed vehicle that had been repossessed without reinstatement of the related contract; and

 

·had a scheduled maturity date not later than June 28, 2025.

 

The pool of receivables was selected from World Omni Financial Corp.'s portfolio of receivables that meet the criteria described above and other administrative criteria utilized by World Omni Financial Corp. from time to time.

 

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The following table sets forth information regarding the composition of the receivables in the pool as of the cutoff date. The "Weighted Average Annual Percentage Rate," the "Weighted Average Original Term to Maturity," the "Weighted Average Remaining Term to Maturity," the "Weighted Average FICO® score" and the "Weighted Average Maximum FICO® score" in the table are weighted based on the aggregate starting principal balance of the receivables as of the cutoff date.

 

Composition of the Receivables in the Pool as of the Cutoff Date

 

Aggregate Starting Principal Balance $879,483,109.18
Number of Receivables 36,170
Average Starting Principal Balance $24,315.26
Average Original Principal Balance $29,091.50
Range of Original Principal Balances $5,000.00 to $69,814.57
Weighted Average Annual Percentage Rate 4.10%
Range of Annual Percentage Rates 0.00% to 20.00%
Weighted Average Original Term to Maturity 68.08 months
Range of Original Terms to Maturity 24 months to 75 months

Percent of Aggregate Starting Principal Balance with Original Terms to Maturity

greater than 60 months

77.28%
Weighted Average Remaining Term to Maturity 62.56 months
Range of Remaining Terms to Maturity 3 months to 75 months
Weighted Average FICO® score(1)(2)(3) 756

Range of FICO® scores that represents greater than 90% of all pool

FICO® scores(1)(2)(3)(4)

665 to 856
Weighted Average Maximum FICO® score(1)(3)(5) 760

 

 

(1)FICO® is a registered trademark of Fair Isaac Corporation. An obligor's FICO® score measures the likelihood that such obligor will repay his or her obligation as expected. The FICO® score for each account reflects the first bureau score reviewed (typically Equifax) at time of application.

 

(2)FICO® score is calculated using the primary applicant FICO® or, if not available, the co-applicant FICO®.

 

(3)FICO® scores are calculated excluding accounts for which no FICO® score is available in World Omni Financial Corp.'s account servicing system. Of the 36,170 receivables in the pool of receivables as of the cutoff date, 725 or 2.00% of the aggregate number of receivables in the pool, are accounts for which FICO® scores are unavailable.

 

(4)A 90% FICO® score range of 665 to 856 has the meaning that greater than 90% of the aggregate starting principal balance of the applicable receivables is composed of obligors with FICO® scores between 665 and 856, with less than 5% of obligor FICO® scores (based on the aggregate starting principal balance of the applicable receivables) exceeding 856 and less than 5% of obligor FICO® scores (based on the aggregate starting principal balance of the applicable receivables) falling below 665.

 

(5)For receivables with co-obligors, the FICO® score used to compute the weighted average maximum FICO® score is the greater of the two FICO® scores between the primary applicant and the co-applicant. The greater of the two FICO® scores is used by World Omni Financial Corp. to assign the pricing for each such contract.

 

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As of the cutoff date, approximately 94.35% of the aggregate starting principal balance of the receivables in the pool, constituting approximately 92.37% of the total number of receivables in the pool, represented financings of new vehicles, and approximately 5.65% of the aggregate starting principal balance of the receivables in the pool, constituting approximately 7.63% of the total number of receivables in the pool, represented financings of used vehicles.

 

As of the cutoff date, 11,030 receivables, having an aggregate starting principal balance of approximately $308,019,334.83, constituting approximately 35.02% of the aggregate starting principal balance of the receivables in the pool, are evidenced by electronic contracts.

 

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The following table sets forth information regarding the composition of the receivables relating to financings of Toyota branded vehicles in the pool as of the cutoff date. The percentages in the table may not add up to 100.00% because of rounding.

 

Distribution by Product Segment of the Receivables
in the Pool as of the Cutoff Date

 

Product Segment  Number of
Receivables
   Percentage of
Number of
Receivables
   Aggregate Starting
Principal Balance
   Percentage of
Aggregate Starting
Principal Balance
 
Other Truck / Other SUV / Minivan   18,803    51.99%  $504,287,988.42    57.34%
Passenger Car   15,068    41.66%   298,957,464.14    33.99%
Large Truck / Large SUV(1)   2,299    6.36%   76,237,656.62    8.67%
Total   36,170    100.00%  $879,483,109.18    100.00%

 

 

(1) Consists of Toyota Sequoia, Toyota Land Cruiser and Toyota Tundra retail installment sale contracts.

 

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The following table sets forth information regarding the geographic location of the receivables in the pool as of the cutoff date for the states with the largest concentrations of receivables. No other state accounts for more than 0.34% of the aggregate principal balance of the receivables in the pool. The breakdown by state is based on the billing addresses of the obligors of the receivables. The percentages in the table may not add up to 100.00% because of rounding.

 

Distribution by Geographic Location of the Receivables in the Pool as of the Cutoff Date

 

Geographic Location  Number of
Receivables
   Percentage
of Number
of
Receivables
   Aggregate Starting
Principal Balance
   Percentage of
Aggregate Starting
Principal Balance
 
Florida   17,535    48.48%  $426,210,263.32    48.46%
Georgia   6,110    16.89%   154,754,761.42    17.60%
North Carolina   5,977    16.52%   144,718,274.58    16.45%
Alabama   3,039    8.40%   76,233,182.59    8.67%
South Carolina   2,672    7.39%   61,181,229.83    6.96%
All Others   837    2.31%   16,385,397.44    1.86%
Total   36,170    100.00%  $879,483,109.18    100.00%

 

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The following table sets forth information regarding the distribution by annual percentage rate of the receivables in the pool as of the cutoff date. The percentages in the table may not add up to 100.00% because of rounding.

 

Distribution by Annual Percentage Rate of the Receivables in the Pool as
of the Cutoff Date

 

Range of Annual Percentage Rates  Number of
Receivables
   Percentage of
Number of
Receivables
   Aggregate Starting
Principal Balance
   Percentage of
Aggregate Starting
Principal Balance
 
0.000%   3,854    10.66%  $78,017,502.21    8.87%
0.001% - 1.000%   1,008    2.79%   23,933,494.16    2.72%
1.001% - 2.000%   3,688    10.20%   78,618,458.50    8.94%
2.001% - 3.000%   5,895    16.30%   127,234,443.78    14.47%
3.001% - 4.000%   5,982    16.54%   164,378,439.97    18.69%
4.001% - 5.000%   6,138    16.97%   160,165,283.52    18.21%
5.001% - 6.000%   3,464    9.58%   93,929,328.43    10.68%
6.001% - 7.000%   2,968    8.21%   79,666,426.73    9.06%
7.001% - 8.000%   1,174    3.25%   26,795,533.50    3.05%
8.001% - 9.000%   530    1.47%   12,621,845.37    1.44%
9.001% - 10.000%   470    1.30%   11,727,958.11    1.33%
10.001% - 11.000%   283    0.78%   6,427,329.09    0.73%
11.001% - 12.000%   202    0.56%   5,047,906.89    0.57%
12.001% - 13.000%   146    0.40%   3,247,788.30    0.37%
13.001% - 14.000%   132    0.36%   2,694,713.74    0.31%
14.001% - 15.000%   80    0.22%   1,577,613.42    0.18%
15.001% - 16.000%   73    0.20%   1,584,805.34    0.18%
16.001% - 17.000%   51    0.14%   1,168,721.42    0.13%
17.001% - 18.000%   24    0.07%   481,155.74    0.05%
18.001% - 19.000%   7    0.02%   140,716.96    0.02%
19.001% - 20.000%   1    0.00%*   23,644.00    0.00%*
Total   36,170    100.00%  $879,483,109.18    100.00%

 

 

* Represents a value that is greater than zero (0.00%) but less than 0.005%.

 

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The following table sets forth information regarding the distribution by FICO® score of the receivables in the pool as of the cutoff date. The percentages in the table may not add up to 100.00% because of rounding.

 

Distribution by FICO® Score(1)(2) of the Receivables in the Pool as
of the Cutoff Date

 

FICO® Score(1)(2)

  Number of
Receivables
   Percentage of
Number of
Receivables
   Aggregate Starting
Principal Balance
   Percentage of
Aggregate Starting
Principal Balance
 
No score available   725    2.00%  $14,557,577.35    1.66%
650 - 659   1,044    2.89%   25,383,336.28    2.89%
660 - 679   2,821    7.80%   74,873,843.90    8.51%
680 - 699   3,140    8.68%   80,801,171.30    9.19%
700 - 719   3,767    10.41%   95,094,721.53    10.81%
720 or higher   24,673    68.21%   588,772,458.82    66.95%
Total   36,170    100.00%  $879,483,109.18    100.00%

 

 

(1) FICO® is a registered trademark of Fair Isaac Corporation. An obligor's FICO® score measures the likelihood that such obligor will repay his or her obligation as expected. The FICO® score for each account reflects the first bureau score reviewed (typically Equifax) at time of application.

(2) The FICO® score is the primary applicant FICO® or, if not available, the co-applicant FICO®.

 

48

 

 

The following table sets forth information regarding the distribution by vehicle model of the receivables in the pool as of the cutoff date. No other vehicle model accounts for more than 2.33% of the aggregate principal balance of the receivables in the pool. The percentages in the table may not add up to 100.00% because of rounding.

 

Distribution by Vehicle Model of the Receivables in the Pool as
of the Cutoff Date

 

Vehicle Model  Number of
Receivables
   Percentage of
Number of
Receivables
   Aggregate Starting
Principal Balance
   Percentage of
Aggregate Starting
Principal Balance
 
RAV4   6,600    18.25%  $158,265,873.15    18.00%
Camry   6,952    19.22%   155,335,908.30    17.66%
Tacoma   4,553    12.59%   126,310,680.87    14.36%
Highlander   3,528    9.75%   108,178,631.65    12.30%
Corolla   6,019    16.64%   108,118,856.34    12.29%
Tundra   2,172    6.00%   71,612,243.47    8.14%
4 Runner   2,072    5.73%   63,703,501.31    7.24%
Sienna   1,141    3.15%   26,300,049.50    2.99%
Other   3,133    8.66%   61,657,364.59    7.01%
Total   36,170    100.00%  $879,483,109.18    100.00%

 

49

 

 

Asset-Level Data

 

The depositor prepared an asset-level data file for the pool of receivables disclosed in this prospectus for a hypothetical reporting period commencing on March 1, 2019 and ending on March 31, 2019 and filed this information with the SEC in a Form ABS-EE. The asset-level data file contains detailed information for each receivable about its identification, origination, contract terms, financed vehicle, obligor, contract activity, servicing and status during such hypothetical reporting period. As described in this prospectus, the issuing entity has the right to receive payments made on the receivables after the cutoff date and will not receive any payments described in such asset-level data file during the hypothetical reporting period. The information contained in the asset-level data file is not a prediction of the future performance of any receivables in the pool. The exhibits to such Form ABS-EE filed by the issuing entity, or by the depositor on behalf of the issuing entity, by the date of the filing of this prospectus, are incorporated by reference into this prospectus. Investors should carefully review the asset-level data.

 

The servicer will also prepare asset-level data about the receivables for this securitization transaction for each collection period and file it with the SEC as an exhibit to Form ABS-EE at or before the time of filing the related Form 10-D. The exhibits to each Form ABS-EE will be incorporated by reference into the related Form 10-D.

 

Pool Underwriting

 

As described in "World Omni Financial Corp.'s Automobile Finance Business—Underwriting" in this prospectus, under World Omni Financial Corp.'s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded and reviewed by a World Omni Financial Corp. credit analyst with appropriate approval authority. 20,893 receivables, having an aggregate starting principal balance of $509,053,450.51 (approximately 57.88% of the aggregate starting principal balance) were automatically approved by World Omni Financial Corp.'s computer-based evaluation software, while 15,277 receivables, having an aggregate starting principal balance of $370,429,658.67 (approximately 42.12% of the aggregate starting principal balance) were evaluated and approved by a World Omni Financial Corp. credit analyst in accordance with World Omni Financial Corp.'s written underwriting guidelines. World Omni Financial Corp. does not consider any of the receivables in the pool to constitute exceptions to World Omni Financial Corp.'s written underwriting guidelines as described in "World Omni Financial Corp.'s Automobile Finance Business—Underwriting" in this prospectus.

 

Review of Pool Assets

 

In connection with the offering of the notes, the depositor has performed a review of the receivables and the disclosure regarding those receivables, including information incorporated by reference from any Form ABS-EE filed in connection herewith, that is required to be included in this prospectus (such disclosure, the "Rule 193 Information"). This review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects. The depositor consulted with, and was assisted by, responsible personnel of World Omni Financial Corp. in performing the review. In addition, World Omni Financial Corp. has engaged third parties to assist with portions of the review. World Omni Financial Corp. determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.

 

As part of the review, World Omni Financial Corp. identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information, such as business practices and contract terms, were reviewed with responsible personnel of World Omni Financial Corp., who approved those descriptions as accurate in all material respects. World Omni Financial Corp., assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the trust documents and compared that Rule 193 Information to the related trust documents to provide reasonable assurance that the descriptions were accurate in all material respects. Members of World Omni Financial Corp.'s treasury group also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the receivables or payments on the notes.

 

50

 

 

The depositor used information from internal databases and other management information systems to assemble an electronic data tape containing relevant data on receivables in the pool (the "Data Tape"). From this Data Tape, the depositor constructed the pool composition and stratification tables in "The Receivables Pool—The Receivables" in this prospectus. The depositor also used such databases and other management information systems to assemble the asset-level data file for the receivables in the pool that was filed with the SEC on Form ABS-EE (the "Asset-Level Data File").

 

The depositor designed procedures to test the accuracy of the transmission of individual receivable data from information databases maintained by World Omni Financial Corp. to the Data Tape and Asset-Level Data File. Through a random process, 125 receivables (the "Sample") were selected from the pool of receivables to be sold to the issuing entity on the closing date. World Omni Financial Corp. made available to responsible personnel of World Omni Financial Corp. and third parties that assisted World Omni Financial Corp. with its review electronic copies of the pertinent underlying documentation, including data records, for each receivable in the Sample. A variety of numerical values and data points for each receivable in the Sample were either compared to the corresponding information in the Data Tape or Asset-Level Data File, as applicable, or evaluated for compliance with an eligibility criterion or representation and warranty, to determine whether any inaccuracies existed. The depositor found no discrepancies in this review.

 

The depositor's review also evaluated the eligibility criteria that pertain to standard terms of receivables and standard business practices, such as the criteria related to each receivable providing for level payments that fully amortize the amount financed over its original term. The depositor confirmed with responsible personnel of World Omni Financial Corp. that its systems would not permit the selection of receivables for inclusion in the pool that fail to meet these types of eligibility criteria. The depositor found no discrepancies in this review.

 

Another aspect of the depositor's review consisted of a comparison of selected statistical data contained in this prospectus describing the receivables to data in, or derived from, the Data Tape. The review consisted of a recalculation from the data in the Data Tape of the number of receivables, monetary amounts, amounts and percentages displayed in this prospectus. Differences due to rounding or that were de minimis were not considered exceptions. This comparison found no exceptions within the specified parameters.

 

World Omni Financial Corp. monitors internal reports and developments with respect to processes and procedures that are designed to maintain and enhance the quality of decision-making, the quality of originated assets and the accuracy, efficiency and reliability of retail systems and operations. Internal control processes used by World Omni Financial Corp. include reviews of retail documentation and other origination functions. Internal control audits are performed regularly on key business functions.

 

After undertaking the review described above, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus is accurate in all material respects.

 

51

 

 

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

 

The following tables set forth information concerning World Omni Financial Corp.'s delinquency, net loss and repossession experience with respect to its portfolio of fixed rate retail installment sale contracts originated in the ordinary course of business by World Omni Financial Corp. or its affiliates. This portfolio includes retail installment sale contracts that are outside of the selection criteria for the receivables included in the receivables pool described in this prospectus. Accordingly, the delinquency, repossession and net loss experience of the receivables pool described in this prospectus may be different from those set forth in the following tables.

 

The delinquency figures reported in the tables are calculated as a percentage of the total number of contracts at period end, but exclude delinquent bankruptcy contracts. As of March 31, 2019, the number of bankrupt contracts greater than 60 days past due was 2,183. The period of delinquency used in calculating the tables is based on the number of days payments are contractually past due.

 

The data presented in the following tables are for illustrative purposes only. There is no assurance that World Omni Financial Corp.'s delinquency, net loss and repossession experience with respect to fixed rate retail installment sale contracts in the future, or the experience of the issuing entity with respect to the receivables, will be similar to that described below. Losses and delinquencies are affected by general and regional economic conditions and the supply of and demand for automobiles and light-duty trucks. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of World Omni Financial Corp.'s originated portfolio. Accordingly, the repossession and net loss percentages would be expected to be higher than those shown if a group of contracts were isolated for a period of time and the repossession and net loss data showed the activity only for that isolated group over the periods indicated.

 

52

 

 

Delinquency Experience

(Dollars in Thousands)

 

   At March 31,   At December 31, 
   2019   2018   2018   2017   2016   2015   2014 
                             
Ending Net Receivables  $10,643,390   $10,217,835   $10,693,151   $10,066,657   $9,173,258   $8,471,476   $7,915,347 
Ending Number of Contracts   571,686    555,684    572,018    550,985    515,465    492,849    473,592 
Number of Delinquent Contracts(1)                                   
31-60 Days   8,034    7,334    9,394    9,344    8,209    6,988    6,745 
61-90 Days   1,915    1,731    2,797    2,194    2,041    1,745    1,528 
91-120 Days   245    259    428    334    338    289    261 
121 Days and Over   24    21    45    26    26    16    38 
Total(2)   10,218    9,345    12,664    11,898    10,614    9,038    8,572 
Percent of Delinquent
 Contracts
                                   
31-60 Days   1.41%   1.32%   1.64%   1.70%   1.59%   1.42%   1.42%
61-90 Days   0.33%   0.31%   0.49%   0.40%   0.40%   0.35%   0.32%
91-120 Days   0.04%   0.05%   0.07%   0.06%   0.07%   0.06%   0.06%
121 Days and Over   0.00%*   0.00%*   0.01%   0.00%*   0.01%   0.00%*   0.01%
Total(2)   1.79%   1.68%   2.21%   2.16%   2.06%   1.83%   1.81%
Dollar Amount of Delinquent Contracts(1)                                   
31-60 Days  $149,985   $136,029   $175,545   $171,768   $147,627   $119,053   $104,398 
61-90 Days  $36,726   $33,378   $52,127   $42,024   $37,162   $31,026   $24,712 
91-120 Days  $4,978   $5,351   $8,734   $6,678   $6,731   $5,779   $4,508 
121 Days and Over  $812   $442   $1,225   $650   $566   $403   $891 
Total(2)  $192,501   $175,201   $237,631   $221,119   $192,085   $156,260   $134,509 
Percent of Dollar Amount of Delinquent Contracts                                   
31-60 Days   1.41%   1.33%   1.64%   1.71%   1.61%   1.41%   1.32%
61-90 Days   0.35%   0.33%   0.49%   0.42%   0.41%   0.37%   0.31%
91-120 Days   0.05%   0.05%   0.08%   0.07%   0.07%   0.07%   0.06%
121 Days and Over   0.01%   0.00%*   0.01%   0.01%   0.01%   0.00%*   0.01%
Total(2)   1.81%   1.71%   2.22%   2.20%   2.10%   1.84%   1.70%

 

 

(1)World Omni Financial Corp. considers a payment to be past due or delinquent when an obligor owes more than $40 of the scheduled payment after the related due date. The period of delinquency is based on the number of days that more than $40 of a payment is contractually past due.
(2)Numbers may not total due to rounding.

* Represents a value that is greater than zero (0.00%) but less than 0.005%.

 

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Net Loss and Repossession Experience
(Dollars in Thousands)

 

   Three Months ending March 31,   Year ending December 31, 
   2019   2018   2018   2017   2016   2015   2014 
Ending Net Receivables  $10,643,390   $10,217,835   $10,693,151   $10,066,657   $9,173,258   $8,471,476   $7,915,347 
Ending Number of Contracts   571,686    555,684    572,018    550,985    515,465    492,849    473,592 
Average Portfolio Outstanding During the Period  $10,683,602   $10,165,224   $10,362,913   $9,547,143   $8,777,713   $8,182,359   $7,516,551 
Average Number of Contracts Outstanding During the Period   572,267    553,984    560,197    531,287    501,661    482,524    457,002 
Number of Repossessions   2,952    2,718    10,794    9,836    8,131    6,593    5,942 
Repossessions as a Percentage of Average Number of Contracts Outstanding   2.06%   1.96%   1.93%   1.85%   1.62%   1.37%   1.30%
Gross Charge-Offs  $34,916   $38,860   $142,138   $123,235   $100,739   $75,766   $63,582 
Recoveries  $(6,383)  $(7,656)  $(31,180)  $(24,335)  $(21,786)  $(15,434)  $(17,308)
Net Charge-Off Losses  $28,533   $31,204   $110,958   $98,901   $78,953   $60,332   $46,274 
Net Charge-Off Losses as a Percentage of Average Portfolio Outstanding   1.07%   1.23%   1.07%   1.04%   0.90%   0.74%   0.62%

 

"Repossessions as a Percentage of Average Number of Contracts Outstanding" and "Net Charge-Off Losses as a Percentage of Average Portfolio Outstanding" for any period of less than one year have been annualized. The gross charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during the period, plus accrued but unpaid interest earned through the period of charge-off, minus the total amount recovered during that period from the repossession and sale of financed vehicles. The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts previously charged-off, and does not net any expenses incurred to dispose of or recover vehicles. Net Charge-Off Losses equal gross charge-offs minus recoveries of retail installment sale contracts previously charged-off.

 

54

 

 

STATIC POOL INFORMATION ABOUT CERTAIN PREVIOUS SECURITIZED POOLS

 

The pool of retail installment sale contracts selected for this transaction is comprised of retail installment sale contracts secured by Toyota branded vehicles that did not have FICO® scores at the time of origination between and including 1 and 649. Appendix A to this prospectus sets forth in tabular and graphic format information regarding retail installment sale contracts originated by World Omni Financial Corp. during the last five years that did not have FICO® scores at the time of origination between and including 1 and 649 by vintage origination year, including information at the time of origination as of March 31, 2019. The information in Appendix A to this prospectus includes retail installment sales contracts secured by vehicles that are not limited to Toyota branded vehicles.

 

Appendix B to this prospectus sets forth in tabular and graphic format static pool information regarding specified pools of retail installment sale contracts securitized by the sponsor during the last five years. With respect to the original portfolio characteristics and geographic information in Appendix B, the term "securitized pool" refers to the pool of receivables included in the applicable pool of receivables. The original portfolio characteristics and geographic information of each securitized pool described in Appendix B are based on the securitized pool as of the related cutoff date, including information at the time of origination as of February 28, 2019. The information in Appendix B to this prospectus for issuances before and including WOART 2017-B includes retail installment sale contracts secured by vehicles that are not limited to Toyota branded vehicles. The information in Appendix B to this prospectus for issuances before WOART 2017-B includes retail installment sale contracts that are not limited to retail installment contracts that did not have a FICO® score at time of origination between and including 1 and 649.

 

All references to Toyota vehicles refer both to vehicles manufactured under the Toyota brand and to vehicles manufactured under the Scion brand prior to the transition from the Scion brand to the Toyota brand in August 2016.

 

World Omni Financial Corp.'s underwriting standards and procedures have remained consistent over time. However, because the pool of receivables selected for this transaction (1) is comprised of retail installment sale contracts with a higher minimum FICO® score than retail installment sale contracts included in prior securitized pools for issuances before and including WOART 2017-A and (2) is secured only by Toyota branded vehicles, whereas issuances before and including WOART 2017-B included non-Toyota branded vehicles, it is not anticipated that the delinquency, cumulative net loss, or prepayment experience of the receivables held by the issuing entity will be similar to the delinquency, cumulative net loss, and prepayment experience of the sponsor's securitized pools of contracts for issuances before and including WOART 2017-B.

 

The characteristics of the receivables included in the vintage origination and static pool information discussed above, as well as the social, economic and other conditions existing at the time when those receivables were originated and repaid, may vary materially from the characteristics of the receivables in the securitized pool described in this prospectus and the social, economic and other conditions existing at the time when the receivables in the securitized pool described in this prospectus were originated and those that will exist in the future when the receivables in the securitized pool described in this prospectus are required to be repaid. There is no assurance that World Omni Financial Corp.'s delinquency, cumulative net loss, and prepayment experience with respect to the receivables included in the securitized pool described in this prospectus will be similar to that described in Appendix A or Appendix B to this prospectus.

 

55

 

 

PREPAYMENT AND YIELD CONSIDERATIONS—WEIGHTED AVERAGE LIFE OF THE SECURITIES

 

All of the receivables can be prepaid at any time without charge. For this purpose, "prepayments" include prepayments in full, liquidations due to default, as well as receipts of proceeds from physical damage, credit life and credit accident and health insurance policies and receivables repurchased for administrative reasons.  A variety of economic, social, and other factors may influence the rate of prepayments on the receivables. In addition, the receivables may include contracts originated in conjunction with financing programs in which the obligor is given a cash rebate if the obligor enters into the contract. No assurance can be given as to the prepayment rates on contracts originated under those programs. Noteholders will bear all reinvestment risk resulting from a faster or slower incidence of prepayment of receivables. The exercise by the servicer of its option to purchase the receivables and cause a redemption of the notes under the conditions described in "Description of the Notes—Redemption Upon Optional Purchase" in this prospectus will also accelerate the payment of the notes.

 

The following information is provided solely to illustrate the effect of prepayments on the receivables on the unpaid principal amounts of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the receivables.

 

Prepayments on motor vehicle receivables may be measured by a prepayment standard or model. The prepayment model used in this prospectus, the absolute prepayment model, represents an assumed rate of prepayment each month relative to the original number of contracts in a pool of contracts. The absolute prepayment model further assumes that all the contracts are the same size and amortize at the same rate and that each contract in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of contracts originally containing 10,000 contracts, a 1.00% absolute prepayment model rate means that 100 contracts prepay each month. The absolute prepayment model does not purport to be a historical description of the prepayment experience or a prediction of the anticipated rate of prepayment of any pool of contracts, including the receivables. We cannot assure you that the receivables will prepay at any assumed rate.

 

The tables beginning on page 60 have been prepared on the basis of the characteristics of the receivables in the pool. Each absolute prepayment model table assumes that:

 

·the issuing entity issues Class A-1 Notes with an initial principal amount of $171,000,000, Class A-2 Notes with an initial principal amount of $268,940,000 (consisting of Class A-2a Notes with an initial principal amount of $134,470,000 and Class A-2b Notes with an initial principal amount of $134,470,000), Class A-3 Notes with an initial principal amount of $268,940,000, Class A-4 Notes with an initial principal amount of $81,820,000, Class B Notes with an initial principal amount of $24,900,000 and Class C Notes with an initial principal amount of $12,450,000;

 

·the issuing entity will repay principal to the Class A-2 Notes, pro rata between the Class A-2a Notes and the Class A-2b Notes, until they are paid in full;

 

·the receivables prepay in full at the specified constant percentage of the absolute prepayment model monthly, with no defaults, losses or repurchases on any of the receivables;

 

·each scheduled monthly payment on the receivables is made on the last day of each month and each month has 30 days;

 

·interest accrues on the notes at the assumed rate of 2.65000% for the Class A-1 Notes based on an actual/360 day count, 2.80% for the Class A-2a Notes based on a 30/360 day count, 2.73350% for the Class A-2b Notes based on an actual/360 day count, 2.75% for the Class A-3 Notes based on a 30/360 day count, 2.83% for the Class A-4 Notes based on a 30/360 day count, 3.07% for the Class B Notes based on a 30/360 day count, and 3.35% for the Class C Notes based on a 30/360 day count;

 

56

 

 

·payments on the notes are made on each payment date (and each payment date is assumed to be the 15th day of each applicable month, regardless of whether such 15th day is a business day) commencing on June 15, 2019;

 

·the reserve account is funded with an amount equal to $2,075,325.29;

 

·the aggregate starting principal balance of the receivables as of the cutoff date is $879,483,109.18;

 

·the closing date is May 15, 2019;

 

·except for the calculation of the Weighted Average Life to Maturity, the servicer exercises its option to purchase all of the receivables and cause a redemption of the notes on the first payment date on which the aggregate principal balance of the receivables is equal to 10.00% or less of the aggregate starting principal balance of the receivables;

 

·the servicing fee for each month is equal to a rate of 1/12th of 1.00% of the aggregate principal balance of receivables as of the first day of the related collection period, provided that, for the first collection period, the servicing fee will be pro-rated to compensate for the length of the initial collection period not equaling one month;

 

·the YSOC Amount at each payment date is the amount set forth in the table immediately below;

 

·no event of default has occurred; and

 

·no amounts will be owed by the issuing entity to the asset representations reviewer.

 

57

 

 

The YSOC Amount schedule set forth below is utilized to calculate the weighted average lives and percentages of original principal amounts at various absolute prepayment model percentages under "Prepayment and Yield Considerations—Weighted Average Life of the Securities." The actual YSOC Amount may differ depending on the actual receivables included in the pool of receivables and the actual prepayments and losses on those receivables with an annual percentage rate less than the Required Rate. For purposes of the YSOC Amount schedule set forth below, the Required Rate is assumed to be 6.35% per annum for any payment date occurring on or prior to the date on which the Class A-2 Notes are paid in full, and 6.10% per annum for any payment date occurring after the date on which the Class A-2 Notes are paid in full. However, because no Class A-2b Notes will be issued, the actual Required Rate will step down from 6.35% to 6.10% per annum on the initial payment date and remain at this level for each period thereafter.

 

Payment Date   Yield Supplement
Overcollateralization Amount ($)
         
    6.35% Required Rate   6.10% Required Rate
Closing Date   $49,352,994.21   $45,120,339.65
June 2019   $46,426,338.47   $42,418,785.07
July 2019   $44,884,330.98   $40,995,921.14
August 2019   $43,371,800.45   $39,600,732.31
September 2019   $41,888,954.63   $38,233,405.24
October 2019   $40,436,002.47   $36,894,127.39
November 2019   $39,013,127.57   $35,583,061.91
December 2019   $37,620,206.27   $34,300,079.57
January 2020   $36,256,819.40   $33,044,771.52
February 2020   $34,922,590.77   $31,816,771.21
March 2020   $33,616,986.79   $30,615,563.56
April 2020   $32,339,475.34   $29,440,633.32
May 2020   $31,090,036.84   $28,291,951.27
June 2020   $29,868,772.86   $27,169,603.52
July 2020   $28,675,833.32   $26,073,722.37
August 2020   $27,511,381.34   $25,004,452.01
September 2020   $26,375,573.70   $23,961,930.82
October 2020   $25,268,579.85   $22,946,308.76
November 2020   $24,190,558.88   $21,957,726.50
December 2020   $23,141,481.98   $20,996,148.27
January 2021   $22,121,106.14   $20,061,337.27
February 2021   $21,129,219.48   $19,153,088.75
March 2021   $20,165,406.55   $18,271,012.71
April 2021   $19,229,043.15   $17,414,529.58
May 2021   $18,319,628.35   $16,583,175.04
June 2021   $17,436,713.41   $15,776,534.35
July 2021   $16,580,067.13   $14,994,392.17
August 2021   $15,749,669.04   $14,236,725.26
September 2021   $14,945,622.29   $13,503,623.90
October 2021   $14,168,076.65   $12,795,221.35
November 2021   $13,417,204.10   $12,111,671.47
December 2021   $12,693,173.00   $11,453,123.61
January 2022   $11,996,071.24   $10,819,650.26
February 2022   $11,325,111.00   $10,210,485.07
March 2022   $10,677,359.27   $9,622,804.12
April 2022   $10,049,820.94   $9,053,722.83
May 2022   $9,442,038.70   $8,502,791.11
June 2022   $8,853,920.76   $7,969,908.93
July 2022   $8,285,622.54   $7,455,213.48
Payment Date   Yield Supplement
Overcollateralization Amount ($)
         
    6.35% Required Rate   6.10% Required Rate
August 2022   $7,737,297.47   $6,958,840.00
September 2022   $7,209,099.77   $6,480,924.45
October 2022   $6,701,181.68   $6,021,600.89
November 2022   $6,213,700.85   $5,581,008.42
December 2022   $5,746,807.33   $5,159,278.92
January 2023   $5,300,599.75   $4,756,495.16
February 2023   $4,874,749.66   $4,372,335.99
March 2023   $4,468,154.11   $4,005,746.12
April 2023   $4,080,005.18   $3,655,952.27
May 2023   $3,710,248.83   $3,322,893.54
June 2023   $3,359,014.65   $3,006,682.36
July 2023   $3,026,448.55   $2,707,446.59
August 2023   $2,712,689.93   $2,425,307.92
September 2023   $2,417,869.86   $2,160,380.47
October 2023   $2,142,121.12   $1,912,779.85
November 2023   $1,885,584.35   $1,682,628.56
December 2023   $1,648,385.08   $1,470,034.68
January 2024   $1,430,564.54   $1,275,028.19
February 2024   $1,231,297.99   $1,096,827.77
March 2024   $1,048,574.00   $933,546.95
April 2024   $880,802.03   $783,694.97
May 2024   $727,694.19   $646,995.73
June 2024   $589,258.69   $523,449.78
July 2024   $465,584.55   $413,133.35
August 2024   $356,773.77   $316,134.92
September 2024   $262,906.76   $232,524.04
October 2024   $184,067.96   $162,372.97
November 2024   $120,367.95   $105,777.52
December 2024   $71,906.51   $62,824.27
January 2025   $38,627.65   $33,457.54
February 2025   $18,888.54   $16,183.85
March 2025   $8,423.25   $7,151.88
April 2025   $3,129.54   $2,646.00
May 2025   $864.63   $733.34
June 2025   $172.58   $146.66
July 2025   $3.28   $2.64
August 2025 and thereafter   $0.00   $0.00

 

58

 

 

For purposes of these absolute prepayment model tables, the receivables have an assumed next payment date as set forth in the table below. Each absolute prepayment model table indicates the projected weighted average life of each class of notes and sets forth the percent of the initial principal amount of each class of notes that is projected to be outstanding after each of the payment dates, shown at various constant absolute prepayment model percentages.

 

The absolute prepayment model tables also assume that (a) the receivables have been aggregated into 14 hypothetical pools with all of the receivables within each such pool having the characteristics set forth below and (b) the level scheduled monthly payment (which is based on each pool's aggregate starting principal balance, weighted average annual percentage rate, weighted average remaining term to maturity and seasoning as of the assumed cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

 

Assumed Receivables Characteristics

 

Pool  Next Payment
Date
  Aggregate
Starting Principal
Balance
   Weighted Average
Annual Percentage
Rate
  Weighted Average
Remaining Term to
Maturity (Months)
   Seasoning
(Months)
 
1  May 2019  $1,126,425.93   1.920%   9    51 
2  May 2019   5,183,865.69   3.434%   21    52 
3  May 2019   10,402,248.92   0.844%   32    9 
4  May 2019   6,088,456.84   2.043%   45    3 
5  May 2019   15,246,285.25   2.900%   57    3 
6  May 2019   83,028,429.81   4.703%   70    3 
7  May 2019   11,749,071.36   6.373%   73    2 
8  April 2019   6,415,048.78   1.764%   9    51 
9  April 2019   29,389,188.42   3.471%   22    51 
10  April 2019   53,962,477.85   0.982%   32    10 
11  April 2019   29,653,996.17   1.873%   45    3 
12  April 2019   89,519,211.30   2.990%   57    3 
13  April 2019   441,224,043.05   4.512%   70    3 
14  April 2019   96,494,359.81   5.973%   73    2 
Total     $879,483,109.18              

 

59

 

 

The information included in the following tables represents forward-looking statements and involves risks and uncertainties that could cause actual results to differ materially from the results hypothesized in the forward-looking statements. The actual characteristics and performance of the receivables will differ from the assumptions used in constructing each absolute prepayment model table. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the receivables will prepay at a constant level until maturity or that all of the receivables will prepay at the same level. Moreover, the diverse terms of the receivables could produce slower or faster principal distributions than indicated in each absolute prepayment model table at the various constant absolute prepayment model percentages specified, even if the weighted average remaining term to maturity and the seasoning of the receivables are as assumed. Any difference between these assumptions and the actual characteristics and performance of the receivables, or actual prepayment experience, will affect the percentages of initial balances outstanding over time and the weighted average life of each class of notes.

 

Percentage of Original Class A-1 Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date

  0.50%   1.00%   1.30%   1.50%   1.70%  
Closing Date   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2019   78.14%   72.96%   69.36%   66.38%   61.77%  
July 2019   66.97%   59.22%   53.87%   49.47%   42.71%  
August 2019   57.00%   46.75%   39.70%   33.95%   25.21%  
September 2019   47.08%   34.44%   25.79%   18.79%   8.29%  
October 2019   37.21%   22.29%   12.14%   4.00%   0.00%  
November 2019   27.39%   10.31%   0.00%   0.00%   0.00%  
December 2019   17.62%   0.00%   0.00%   0.00%   0.00%  
January 2020   7.90%   0.00%   0.00%   0.00%   0.00%  
February 2020   0.00%   0.00%   0.00%   0.00%   0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)   0.37   0.29   0.25   0.23   0.20  
Weighted Average Life to Maturity (years)(1)(2)   0.37   0.29   0.25   0.23   0.20  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2)The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-1 Notes assuming an absolute prepayment model percentage of 1.30% would be 0.26 years rather than 0.25 years. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-1 Notes assuming the absolute prepayment model percentages other than 1.30% listed above may also be increased by no more than 0.01 years.

 

60

 

 

Percentage of Original Class A-2a and A-2b Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date

  0.50%   1.00%   1.30%   1.50%   1.70%  
Closing Date   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2019   100.00%   100.00%   100.00%   100.00%   94.88%  
November 2019   100.00%   100.00%   99.21%   93.38%   84.87%  
December 2019   100.00%   99.04%   90.88%   84.44%   75.42%  
January 2020   100.00%   91.64%   82.71%   75.75%   67.14%  
February 2020   99.12%   84.55%   74.87%   67.38%   59.01%  
March 2020   93.29%   77.59%   67.22%   59.24%   51.03%  
April 2020   87.49%   70.74%   59.71%   51.30%   43.20%  
May 2020   81.72%   63.97%   52.35%   43.56%   35.51%  
June 2020   75.98%   57.31%   45.15%   36.03%   27.98%  
July 2020   70.27%   50.74%   38.10%   28.70%   20.59%  
August 2020   64.59%   44.28%   31.19%   21.65%   13.36%  
September 2020   58.95%   37.91%   24.44%   14.90%   6.28%  
October 2020   53.33%   31.64%   17.85%   8.29%   0.00%  
November 2020   47.74%   25.47%   11.41%   1.81%   0.00%  
December 2020   42.19%   19.40%   5.12%   0.00%   0.00%  
January 2021   36.66%   13.43%   0.00%   0.00%   0.00%  
February 2021   31.17%   7.56%   0.00%   0.00%   0.00%  
March 2021   26.22%   2.11%   0.00%   0.00%   0.00%  
April 2021   21.29%   0.00%   0.00%   0.00%   0.00%  
May 2021   16.39%   0.00%   0.00%   0.00%   0.00%  
June 2021   11.52%   0.00%   0.00%   0.00%   0.00%  
July 2021   6.67%   0.00%   0.00%   0.00%   0.00%  
August 2021   1.85%   0.00%   0.00%   0.00%   0.00%  
September 2021   0.00%   0.00%   0.00%   0.00%   0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)   1.52   1.23   1.08   0.99   0.90  
Weighted Average Life to Maturity (years)(1)(2)   1.52   1.23   1.08   0.99   0.90  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2)The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-2 Notes assuming an absolute prepayment model percentage of 1.30% would be 1.09 years rather than 1.08 years. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-2 Notes assuming the absolute prepayment model percentages other than 1.30% listed above may also be increased by no more than 0.01 years.

 

61

 

 

Percentage of Original Class A-3 Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date

    0.50%     1.00%     1.30%     1.50%     1.70%  
Closing Date     100.00%     100.00%     100.00%     100.00%     100.00%  
June 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
July 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
August 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
September 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
October 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
November 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
December 2019     100.00%     100.00%     100.00%     100.00%     100.00%  
January 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
February 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
March 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
April 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
May 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
June 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
July 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
August 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
September 2020     100.00%     100.00%     100.00%     100.00%     100.00%  
October 2020     100.00%     100.00%     100.00%     100.00%     99.35%  
November 2020     100.00%     100.00%     100.00%     100.00%     93.39%  
December 2020     100.00%     100.00%     100.00%     95.46%     86.72%  
January 2021     100.00%     100.00%     98.99%     90.00%     80.14%  
February 2021     100.00%     100.00%     93.74%     83.83%     73.72%  
March 2021     100.00%     100.00%     87.96%     77.78%     67.46%  
April 2021     100.00%     96.74%     82.22%     71.86%     61.37%  
May 2021     100.00%     92.09%     76.61%     66.09%     55.43%  
June 2021     100.00%     86.84%     71.11%     60.45%     49.65%  
July 2021     100.00%     81.62%     65.72%     54.95%     44.04%  
August 2021     100.00%     76.49%     60.45%     49.59%     38.59%  
September 2021     97.06%     71.44%     55.30%     44.37%     33.30%  
October 2021     92.80%     66.48%     50.26%     39.29%     28.18%  
November 2021     88.03%     61.59%     45.35%     34.36%     23.23%  
December 2021     83.24%     56.80%     40.55%     29.56%     18.44%  
January 2022     79.01%     52.49%     36.20%     25.18%     14.02%  
February 2022     74.89%     48.33%     32.01%     20.97%     9.79%  
March 2022     70.81%     44.24%     27.92%     16.88%     5.70%  
April 2022     66.74%     40.22%     23.93%     12.91%     1.75%  
May 2022     62.70%     36.27%     20.04%     9.06%     0.00%  
June 2022     58.69%     32.40%     16.26%     5.33%     0.00%  
July 2022     54.70%     28.60%     12.58%     1.73%     0.00%  
August 2022     50.73%     24.88%     9.00%     0.00%     0.00%  
September 2022     46.79%     21.23%     5.53%     0.00%     0.00%  
October 2022     42.87%     17.65%     2.16%     0.00%     0.00%  
November 2022     38.99%     14.15%     0.00%     0.00%     0.00%  
December 2022     35.12%     10.72%     0.00%     0.00%     0.00%  
January 2023     31.28%     7.38%     0.00%     0.00%     0.00%  
February 2023     27.67%     4.24%     0.00%     0.00%     0.00%  
March 2023     24.11%     1.20%     0.00%     0.00%     0.00%  
April 2023     20.58%     0.00%     0.00%     0.00%     0.00%  
May 2023     17.08%     0.00%     0.00%     0.00%     0.00%  
June 2023     13.60%     0.00%     0.00%     0.00%     0.00%  
July 2023     10.15%     0.00%     0.00%     0.00%     0.00%  
August 2023     6.72%     0.00%     0.00%     0.00%     0.00%  
September 2023     3.31%     0.00%     0.00%     0.00%     0.00%  
October 2023     0.00%     0.00%     0.00%     0.00%     0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)     3.33     2.81     2.51     2.32     2.15  
Weighted Average Life to Maturity (years)(1)(2)     3.33     2.81     2.51     2.32     2.15  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2) The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-3 Notes assuming the absolute prepayment model percentages above may change, but by no more than 0.01 years.

 

62

 

 

Percentage of Original Class A-4 Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date   0.50%   1.00%   1.30%   1.50%   1.70%  
Closing Date   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2022   100.00%   100.00%   100.00%   100.00%   93.24%  
June 2022   100.00%   100.00%   100.00%   100.00%   81.20%  
July 2022   100.00%   100.00%   100.00%   100.00%   69.63%  
August 2022   100.00%   100.00%   100.00%   94.27%   58.53%  
September 2022   100.00%   100.00%   100.00%   83.25%   0.00%  
October 2022   100.00%   100.00%   100.00%   72.65%   0.00%  
November 2022   100.00%   100.00%   96.37%   62.46%   0.00%  
December 2022   100.00%   100.00%   86.00%   52.68%   0.00%  
January 2023   100.00%   100.00%   75.98%   0.00%   0.00%  
February 2023   100.00%   100.00%   66.63%   0.00%   0.00%  
March 2023   100.00%   100.00%   57.68%   0.00%   0.00%  
April 2023   100.00%   94.18%   0.00%   0.00%   0.00%  
May 2023   100.00%   84.66%   0.00%   0.00%   0.00%  
June 2023   100.00%   75.39%   0.00%   0.00%   0.00%  
July 2023   100.00%   66.35%   0.00%   0.00%   0.00%  
August 2023   100.00%   57.56%   0.00%   0.00%   0.00%  
September 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
October 2023   99.79%   0.00%   0.00%   0.00%   0.00%  
November 2023   88.76%   0.00%   0.00%   0.00%   0.00%  
December 2023   77.83%   0.00%   0.00%   0.00%   0.00%  
January 2024   66.98%   0.00%   0.00%   0.00%   0.00%  
February 2024   57.67%   0.00%   0.00%   0.00%   0.00%  
March 2024   0.00%   0.00%   0.00%   0.00%   0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)   4.74   4.23   3.82   3.55   3.25  
Weighted Average Life to Maturity (years)(1)(2)   4.88   4.38   3.97   3.67   3.37  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2)The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class A-4 Notes assuming the absolute prepayment model percentages above may change, but by no more than 0.01 years.

 

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Percentage of Original Class B Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date   0.50%   1.00%   1.30%   1.50%   1.70%  
Closing Date   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
October 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
November 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
December 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
January 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
February 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
March 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
April 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
May 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
June 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
July 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
August 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
September 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
October 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
November 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
December 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
January 2024   100.00%   0.00%   0.00%   0.00%   0.00%  
February 2024   100.00%   0.00%   0.00%   0.00%   0.00%  
March 2024   0.00%   0.00%   0.00%   0.00%   0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)   4.83   4.33   3.92   3.67   3.33  
Weighted Average Life to Maturity (years)(1)(2)   5.49   5.17   4.76   4.39   4.00  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2) The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class B Notes assuming the absolute prepayment model percentages above may change, but by no more than 0.01 years.

 

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Percentage of Original Class C Principal Amount
at Various Absolute Prepayment Model Percentages:

 

Payment Date   0.50%   1.00%   1.30%   1.50%   1.70%  
Closing Date   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2019   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2020   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
October 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
November 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
December 2021   100.00%   100.00%   100.00%   100.00%   100.00%  
January 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
February 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
March 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
April 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
May 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
June 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
July 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
August 2022   100.00%   100.00%   100.00%   100.00%   100.00%  
September 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
October 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
November 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
December 2022   100.00%   100.00%   100.00%   100.00%   0.00%  
January 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
February 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
March 2023   100.00%   100.00%   100.00%   0.00%   0.00%  
April 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
May 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
June 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
July 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
August 2023   100.00%   100.00%   0.00%   0.00%   0.00%  
September 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
October 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
November 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
December 2023   100.00%   0.00%   0.00%   0.00%   0.00%  
January 2024   100.00%   0.00%   0.00%   0.00%   0.00%  
February 2024   100.00%   0.00%   0.00%   0.00%   0.00%  
March 2024   0.00%   0.00%   0.00%   0.00%   0.00%  
Weighted Average Life to Optional Purchase (years)(1)(2)   4.83   4.33   3.92   3.67   3.33  
Weighted Average Life to Maturity (years)(1)(2)   5.71   5.57   5.26   4.82   4.33  

 

 

(1)The weighted average life of a note is determined by (a) multiplying the amount of each principal payment of the note by the number of years from the date of issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

 

(2) The information contained in this table was calculated assuming that the issuing entity issues $828,050,000 of notes, of which $134,470,000 are fixed rate Class A-2a Notes and $134,470,000 are floating rate Class A-2b Notes. In the event that the entire principal amount of the Class A-2 Notes issued is allocated to fixed rate notes and no floating rate Class A-2b Notes are issued, the weighted average life to optional purchase and weighted average life to maturity of the Class C Notes assuming the absolute prepayment model percentages above may change, but by no more than 0.01 years.

 

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NOTE POOL FACTORS AND OTHER INFORMATION

 

The note pool factor with respect to any class of notes is a seven-digit decimal which the servicer will compute each month indicating the outstanding principal amount of that class of notes, as of the applicable payment date, as a fraction of the initial principal amount of that class of notes. The note pool factor will be 1.0000000 as of the closing date; thereafter, the note pool factor will decline to reflect reductions in the principal amount of the applicable class of notes. Therefore, if you are a holder of Class A-1 Notes, your principal amount of the Class A-1 Notes is the product of (1) the original denomination of your note and (2) the note pool factor.

 

Under the indenture, the indenture trustee will receive monthly reports concerning the payments received on the receivables, the note pool factors and various other items of information. The indenture trustee will post these reports to its internet website described in "The Issuing Entity—The Indenture Trustee" in this prospectus. The indenture trustee will furnish to the noteholders of record during any calendar year information for tax reporting purposes not later than the latest date permitted by law. We refer you to "Description of the Trust Documents—Reports to Noteholders" in this prospectus.

 

USE OF PROCEEDS

 

The depositor will use the net proceeds of the sale of the notes (1) to purchase the receivables from World Omni Financial Corp. and (2) to deposit the Reserve Account Initial Deposit into the reserve account. World Omni Financial Corp. or its affiliates may use a portion of the net proceeds of the sale of the notes to pay their respective debts, including debt secured by the receivables prior to their transfer to the issuing entity and for general purposes. Any such debt may be owed to the indenture trustee, the owner trustee or one or more of the underwriters or their affiliates or entities for which their affiliates act as administrator or provide liquidity lines.

 

THE SERVICER AND SPONSOR

 

Information regarding World Omni Financial Corp., the servicer and sponsor, is set forth under "World Omni Financial Corp." and "World Omni Financial Corp.'s Automobile Finance Business" in this prospectus.

 

Repurchases of Receivables in Prior Securitized Pools

 

The trust documents for prior securitizations of retail installment sale contracts and financed vehicles sponsored by World Omni Financial Corp. contain covenants requiring the repurchase of an underlying receivable from the related pool for the breach of a representation or warranty. World Omni Financial Corp., as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase. In the three year period ended March 31, 2019, there was no activity to report with respect to any demand to repurchase receivables under any such prior securitization sponsored by World Omni Financial Corp. World Omni Financial Corp. filed its most recent report on Form ABS-15G with the SEC on January 10, 2019. World Omni Financial Corp.'s CIK number is 0001004150. For additional information about obtaining a copy of the report, you should refer to "Incorporation of Certain Information By Reference" in this prospectus.

 

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DESCRIPTION OF THE NOTES

 

The notes will be issued under the terms of an indenture between the issuing entity and the indenture trustee. We have filed a form of the indenture and trust agreement as exhibits to the registration statement, but the form agreements do not describe the specific terms of the notes. We will file a copy of the final form of the indenture with the SEC no later than the date of the filing of the final prospectus. This is a summary of the material terms of the notes; it does not contain all the information that may be important to you. You should read the trust documents in their entirety to understand their contents.

 

The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000, in book-entry form only, through DTC, Clearstream and Euroclear. For more information, read "Registration of the Notes—Book-Entry Registration" in this prospectus. Each class of notes will evidence debt of the issuing entity secured by the trust assets. Neither the notes nor the underlying receivables will be guaranteed or insured by any governmental agency or instrumentality or any other person. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all the noteholders of the class.

 

Payments of Interest

 

Interest on the principal amounts of the classes of the notes will accrue at the notes' respective per annum interest rates and will be payable to the noteholders monthly on each payment date, commencing June 17, 2019. Payments will be made to the noteholders of record as of the business day immediately preceding such payment date or, if definitive notes are issued, as of the 15th day of the preceding month. Interest will accrue on the outstanding principal amount of the notes as of the previous payment date at the applicable interest rate during the related interest accrual period.

 

The interest rate for the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and the Class C Notes will be a fixed rate as set forth on the cover page of this prospectus.

 

Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the interest accrual period (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date) and a 360-day year. This means that the interest due on the Class A-1 Notes on each payment date will be the product of:

 

·the outstanding principal amount of the Class A-1 Notes;

 

·the Class A-1 interest rate; and

 

·the actual number of days from and including the previous payment date (or, in the case of the initial payment date, from and including the closing date) to but excluding the current payment date divided by 360.

 

Interest for a related period on each other class of the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months (which period will be from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the closing date) to but excluding the 15th day of the current calendar month). This means that the interest due on these classes of notes on each payment date will be the product of:

 

·the outstanding principal amount of the related class of notes;

 

·the related interest rate; and

 

·30 (or, in the case of the initial payment date, 30, assuming a closing date of May 15, 2019) divided by 360.

 

The indenture trustee will generally apply the Available Funds and any withdrawals from the reserve account to make interest payments on the notes. We refer you to "Description of the Trust Documents—Distributions—Payments to Noteholders" in this prospectus.

 

Interest payments on each class of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of interest on the Class A Notes, and interest payments on the Class C Notes will be subordinated to the payment of interest on the Class A Notes and the Class B Notes. As described under "Description of the Trust Documents—Distributions—Allocations and Distributions" in this prospectus, the Class A Notes will be entitled to receive certain payments of principal before payments of interest are made on the Class B Notes and the Class C Notes and the Class A Notes and the Class B

 

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Notes will be entitled to receive specific payments of principal before payments of interest are made on the Class C Notes. In addition, in the event that the notes are declared to be due and payable due to the occurrence of an event of default, unless such event of default has been waived or rescinded at the written request of noteholders representing at least a majority of the outstanding principal amount of the Controlling Securities, no interest will be paid on the Class B Notes until all principal of and interest on the Class A Notes have been paid in full, and no interest will be paid on the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full. Under some circumstances, the amount available for interest payments could be less than the amount of interest payable on the notes on any payment date. In this instance, each holder of Class A Notes will receive its ratable sharebased upon the aggregate amount of interest due to the holders of all Class A Notesof the aggregate amount available to be distributed in respect of interest on the notes until interest on the Class A Notes has been paid in full, and then each holder of Class B Notes will receive its ratable share of any remaining amount available to be distributed in respect of interest on the Class B Notes until interest on the Class B Notes has been paid in full, and then each holder of Class C Notes will receive its ratable share of any remaining amount available to be distributed in respect of interest on the Class C Notes until interest on the Class C Notes has been paid in full. The failure to pay interest when due on the Class B Notes will not be an event of default under the indenture unless and until the Class A Notes have been paid in full, and the failure to pay interest when due on the Class C Notes will not be an event of default under the indenture unless and until the Class A Notes and the Class B Notes have been paid in full.

 

Payments of Principal

 

The indenture trustee will remit principal payments to the noteholders on each payment date in an amount generally equal to the excess, if any, of:

 

·the aggregate outstanding principal amount of the notes as of the day immediately preceding that payment date over

 

·the Pool Balance less the overcollateralization target amount for that payment date.

 

The indenture trustee generally will remit principal payments on the notes from Available Funds, if any, remaining after the payment of interest on the notes. Amounts in the reserve account are also available to make payments of principal of a class of notes on the final scheduled payment date for that class of notes and other payments of principal in certain limited circumstances. We refer you to "Description of the Trust Documents—Distributions—Payments to Noteholders" and "—Reserve Account" in this prospectus.

 

We refer to the calendar month immediately preceding each payment date as a "collection period." The collection period for the initial payment date shall be from, but excluding, the cutoff date to and including May 31, 2019. A business day is a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Florida, the State of Delaware, the states in which the servicing offices of the servicer are located or the state in which the corporate trust office of the indenture trustee is located are required or authorized by law, regulation or executive order to be closed.

 

On the business day immediately preceding each payment date the servicer shall determine the amount in the collection account for the collection period preceding such payment date. On each payment date, from the amounts allocated to the holders of the notes to pay principal described in the pre-acceleration priority of payment clauses (3), (5), (7), and (9) in "Description of the Trust Documents—Distributions—Allocations and Distributions," the issuing entity will pay principal of the notes in the following order of priority:

 

(1)to the Class A-1 Notes until they are paid in full;

 

(2)to the Class A-2 Notes until they are paid in full;

 

(3)to the Class A-3 Notes until they are paid in full;

 

(4)to the Class A-4 Notes until they are paid in full;

 

(5)to the Class B Notes until they are paid in full; and

 

(6)to the Class C Notes until they are paid in full.

 

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes in the following order of priority:

  

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(1)to the holders of the Class A-1 Notes until they are paid in full;

 

(2)to the holders of the other Class A Notes, pro rata based upon their respective unpaid principal amounts, until they are paid in full;

 

(3)to the holders of the Class B Notes until they are paid in full; and

 

(4)to the holders of the Class C Notes until they are paid in full.

 

On the final scheduled payment date for a class of notes, the principal amount of that class of notes, to the extent not previously paid, will be due. The final scheduled payment dates for each class of notes are as follows:

 

·the principal amount of the Class A-1 Notes, to the extent not previously paid, will be due on the payment date in May 2020;

 

·the principal amount of the Class A-2 Notes, to the extent not previously paid, will be due on the payment date in June 2022;

 

·the principal amount of the Class A-3 Notes, to the extent not previously paid, will be due on the payment date in July 2024;

 

·the principal amount of the Class A-4 Notes, to the extent not previously paid, will be due on the payment date in June 2025;

 

·the principal amount of the Class B Notes, to the extent not previously paid, will be due on the payment date in June 2025;

 

·the principal amount of the Class C Notes, to the extent not previously paid, will be due on the payment date in January 2026.

 

The actual date on which the aggregate outstanding principal amount of any class of notes is paid in full may be earlier than the final scheduled payment date for that class.

 

Redemption Upon Optional Purchase

 

The servicer may, at its option, purchase all remaining receivables from the issuing entity 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. The purchase price for the receivables will at least equal the aggregate of the unpaid principal amount of the notes plus accrued and unpaid interest as of such last day. Exercise of this right of redemption of the receivables will result in the redemption of the notes at a price equal to the aggregate outstanding principal amount of the notes plus accrued and unpaid interest to but excluding the date of redemption, as calculated by the paying agent. Notice of redemption under the indenture must be given by the indenture trustee not later than 10 days prior to the redemption date to each holder of notes. In addition, the servicer or the issuing entity will notify each rating agency hired by the sponsor to rate the notes upon redemption of the notes. The final distribution to any noteholder will be made only upon surrender and cancellation of each noteholder's note at the office or agency of the indenture trustee specified in the notice of termination.

 

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REGISTRATION OF THE NOTES

 

Book-Entry Registration

 

The notes will be available only in book-entry from except in the limited circumstances described below under “Definitive Notes.” All book-entry Notes will be held by DTC, in the name of Cede & Co. as nominee of DTC. Noteholders’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their notes through DTC, Clearstream or Euroclear, which will hold positions on behalf of their customers or participants through their depositors, which in turn will hold positions in accounts as DTC participants.

 

The notes will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds. Noteholders electing to hold interests in the notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period. Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the notes.

 

Actions of Noteholders under the Indenture will be taken by DTC on instructions from its participants and payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to the noteholders according to DTC’s rules and procedures. Noteholders may experience delays in receiving payments since distribution will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner’s account. The ability of a noteholder to pledge notes to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to the notes, may be limited due to the lack of a physical note.

 

None of the sponsor, the depositor, the issuing entity, the administrator, the servicer, the indenture trustee or the note registrar will have any liability for any aspect of the records relating to or payments made on account of beneficial interests in the notes held by DTC, Clearstream or Euroclear, or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests in the notes.

 

Definitive Notes

 

The notes will be issued in fully registered, certificated form to the noteholders of a given series or their nominees, only if:

 

·the administrator advises in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository for the notes, and the administrator is unable to locate a qualified successor;

 

·the administrator, at its option, advises the indenture trustee in writing that it elects to terminate the book-entry system through DTC; or

 

·after an event of default under the indenture, noteholders representing at least a majority of the outstanding principal amount of the Controlling Securities advise DTC in writing that the continuation of a book-entry system through DTC or its successor is no longer in the noteholders' best interest.

 

Distributions of principal of, and interest on, the notes will be made by the indenture trustee in accordance with the procedures set forth in this prospectus, and as described in the indenture directly to holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date.

 

The distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the applicable trustee or by other means to the extent provided in the indenture. The final payment or distribution on any note, however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution to the applicable noteholders.

 

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or of a note registrar named in a notice delivered to holders of the definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the issuing entity, indenture trustee or note registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

 

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DESCRIPTION OF THE TRUST DOCUMENTS

 

The following summary describes the material terms of the trust documents, which consist of:

 

(1)the purchase agreement, between World Omni Financial Corp., as seller, and the depositor, as purchaser;

 

(2)the sale and servicing agreement, among the issuing entity, as the issuing entity, the depositor, as depositor, and World Omni Financial Corp., as servicer;

 

(3)the indenture, between the issuing entity and the indenture trustee;

 

(4)the trust agreement, between the depositor and the owner trustee; and

 

(5)the administration agreement, among the issuing entity, the depositor, the indenture trustee and World Omni Financial Corp. as administrator.

 

We have filed forms of the trust documents as exhibits to the registration statement, but the form agreements do not describe the specific terms of the notes. We will file a copy of the final form of the trust documents with the SEC no later than the date of the filing of the final prospectus. This is a summary of the material terms of the trust documents; it does not contain all the information that may be important to you. You should read the trust documents in their entirety to understand their contents.

 

Sale and Assignment of Receivables

 

On the closing date, the depositor will purchase from World Omni Financial Corp., under the purchase agreement, without recourse, except for repurchases as a result of certain breaches of certain representations, warranties and covenants as provided in the purchase agreement, World Omni Financial Corp.'s entire interest in the receivables, together with World Omni Financial Corp.'s security interests in the related financed vehicles. At the time of issuance of the notes, the depositor will sell and assign to the issuing entity, without recourse, except as provided in the sale and servicing agreement, its entire interest in the receivables, together with its security interests in the financed vehicles. The owner trustee will, concurrently with such sale and assignment, execute on behalf of the issuing entity, and the indenture trustee will authenticate and deliver to the depositor, the notes and the certificates in exchange for the receivables. Upon delivery to the depositor of the notes and certificates, the depositor will then sell the notes to the underwriters. We refer you to "Underwriting" in this prospectus.

 

Upon the execution of the trust documents, the issuance of the notes as described in this paragraph and the filing of financing statements in the appropriate filing offices, the indenture trustee will hold a first priority perfected security interest in the receivables and all identifiable proceeds thereof. See "Some Legal Aspects of the Receivables—Security Interest in the Financed Vehicles" in this prospectus for more detail.

 

Representations and Warranties and Repurchases Upon Breach

 

The sale and servicing agreement will provide representations and warranties by World Omni Financial Corp. to the depositor and the issuing entity, including, that:

 

·The servicer's computer system does not reflect that any receivable has been amended such that the amount of the obligor's scheduled payments has been increased;

 

·no provision of a receivable has been waived, other than a discretionary waiver of a late payment charge or any other fees that may be collected in the ordinary course of servicing a receivable or in connection with any extension which is reflected in the servicer's computer system;

 

·the servicer's computer system does not reflect that any right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any receivable;

 

·the servicer's computer system does not reflect that any liens or claims have been filed for work, labor or materials relating to a financed vehicle that are liens prior or equal to the security interest in the financed vehicle granted by any receivable;

 

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·no receivable has a scheduled payment for which more than $40 is more than 30 days overdue as of the cutoff date, and the servicer's computer system does not reflect that any default, breach, violation or event permitting acceleration under the terms of any receivable has occurred and is continuing nor that a continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any receivable has arisen; and World Omni Financial Corp. has not waived and, except as permitted by the sale and servicing agreement, shall not waive any of the foregoing;

 

·under the terms of each receivable, the related obligor is required to maintain physical damage insurance covering each financed vehicle;

 

·as of the cutoff date each of the receivables is secured by a first-priority perfected security interest in the financed vehicle in favor of World Omni Financial Corp. or all necessary and appropriate actions have been commenced that would result in the valid perfection of a first priority security interest in the financed vehicle in favor of World Omni Financial Corp.; and

 

·to the best of World Omni Financial Corp.'s knowledge, each receivable and the sale of the financed vehicle complied at origination, and comply in all material respects as of the cutoff date, with applicable federal, state and local laws, including consumer credit, truth in lending, equal credit opportunity and disclosure laws.

 

Pursuant to the indenture, the issuing entity will assign its rights in the foregoing representations and warranties to the indenture trustee for the benefit of the noteholders.

 

None of the indenture trustee, the owner trustee, the asset representations reviewer, the issuing entity, the administrator or the servicer has any obligation to investigate the accuracy of such representations and warranties of World Omni Financial Corp. or whether any receivable may be an ineligible receivable.

 

Upon discovery by or notice to World Omni Financial Corp. of a breach of any representation or warranty with respect to certain characteristics of the receivables, including by receipt of a review report from the asset representations reviewer indicating that a test was failed for a receivable, World Omni Financial Corp. will investigate the receivable or receivables to confirm the breach and determine if it has materially and adversely affected the receivable or receivables. A noteholder or beneficial owner of a note may make a request or demand that a receivable be repurchased due to a breach of a representation made about the receivables by providing a repurchase request initially to the indenture trustee. Any request or demand that a receivable be repurchased must be in writing and provide sufficient detail so as to allow World Omni Financial Corp. to reasonably investigate the alleged breach of the representations and warranties related to such receivable. Unless the breach is cured by the last day of the second (or, if World Omni Financial Corp. elects, the first) month following notice to or discovery by World Omni Financial Corp. of such breach, if a repurchase is required, World Omni Financial Corp. will purchase the receivable from the issuing entity for the Purchase Amount. World Omni Financial Corp. may at its option exercise its repurchase obligation on the last day of either the first or second month following discovery or notice of the breach. The repurchase obligation will constitute the sole remedy available to the noteholders, the owner trustee or the indenture trustee against World Omni Financial Corp. for any uncured breach.

 

The depositor will report any requests or demands to repurchase receivables and related activity and status on Form ABS-15G.

 

Asset Representations Review

 

If two triggers are met, the asset representations reviewer will perform a review of receivables to test for compliance with the representations made by World Omni Financial Corp. about the receivables described in "—Sale and Assignment of Receivables" above. The first trigger is the Delinquency Percentage for any payment date exceeding the Delinquency Trigger for that payment date, as described in "— Delinquency Trigger" below. If the Delinquency Trigger occurs, it will be reported in the Form 10-D for the month in which such trigger occurs. The second trigger is a voting trigger that will be met if, following the occurrence of a Delinquency Trigger, the noteholders (including beneficial owners of notes) of at least 5% of the outstanding principal amount of the notes demand a vote and, subject to a 5% voting quorum, the noteholders of a majority of the outstanding principal amount of the notes that are voted vote for a review. The review fees will be $200 for each receivable tested in the review.

 

Delinquency Trigger

 

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A delinquent receivable is defined as a receivable with more than $40 of a scheduled payment past due, including receivables with bankrupt obligors but excluding Defaulted Receivables.

 

On or prior to each payment date, the servicer will calculate the Delinquency Percentage for the related collection period. The "Delinquency Percentage" for each payment date and the related collection period is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate principal balance of all delinquent receivables held by the issuing entity that are more than 60 days delinquent to (ii) the aggregate principal balance of the receivables held by the issuing entity, in each case, as of the last day of the related collection period.

 

The "Delinquency Trigger" for any payment date and the related collection period is 4.70%. World Omni Financial Corp. developed the Delinquency Trigger by considering the monthly greater-than-60-day delinquency rate observed in its prior securitizations of retail installment sale contracts from 2006 and, after identifying the highest monthly greater-than-60-day delinquency rate during such period, recalculated the monthly greater-than-60-day delinquency rate based only on retail installment sale contracts with FICO® scores that are similar to those of the retail installment sale contracts selected for this transaction. Such delinquency rate (rounded to the nearest 0.05%) is calculated as (i) the aggregate principal balance of all such delinquent receivables held by the issuing entity that are more than 60 days delinquent that have FICO® scores that are similar to those of the retail installment sale contracts selected for this transaction as a percentage of (ii) the aggregate principal balance of the receivables held by the issuing entity that have FICO® scores that are similar to those of the retail installment sale contracts selected for this transaction, in each case, as of the last day of the collection period preceding the related payment date. The Delinquency Trigger was calculated as a multiple of 4 times the previous historical peak delinquency percentage observed during the period. This multiple corresponds generally to the multiple used for calculating expected cumulative net losses before the notes would realize a loss. The amount of the Delinquency Trigger has been set at a level in excess of the historical peak delinquency percentage to assure that the Delinquency Trigger is not breached due to ordinary fluctuations in the economy.

 

World Omni Financial Corp. believes that the Delinquency Trigger is appropriate based on: