Common use of Additional Duties of the Administrator Clause in Contracts

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the AdministratorAdministrator (except in connection with resignation required under the Trust Indenture Act following an Event of Default, in which case the outgoing Indenture Trustee will pay such costs).

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i1 (a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing EntityIssuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity Issuer all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Owner Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) As soon as practicable, but no later than seventeen months after the date of the final prospectus, the Administrator will cause the Indenture Trustee to make generally available to the Noteholders an earnings statement of the Issuer covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the registration statement to become effective prior to the date of the final prospectus and, in each case, satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 promulgated thereunder). (iv) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (ivv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i1 (a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing EntityIssuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity Issuer all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Owner Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) As soon as practicable, but no later than sixteen months after the date of the final prospectus, the Administrator will cause the Indenture Trustee to make generally available to the Noteholders an earnings statement of the Issuer covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the registration statement to become effective prior to the date of the final prospectus and, in each case, satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 promulgated thereunder). (iv) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (ivv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, including such of the Owner foregoing as are required with respect to the following matters under the AART Indenture (references are to sections of the AART Indenture: (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day) regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereofAdministration Agreement and, one or more powers if such Administrator Default arises from the failure of attorney substantially in the form of Exhibit A hereto, appointing the Administrator to perform its duties under the attorney-in-fact Administration Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxx) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the AdministratorAART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and (xxxi) the recording of the AART Indenture, if applicable (Section 11.15 of the AART Indenture).

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations [(including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) )] and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or Entity[,] [or] the Owner Trustee[, the Grantor Trust or the Grantor Trust Trustee], all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Entity[,] [or] the Owner Trustee[, the Grantor Trust or the Owner Trustee Grantor Trust Trustee] to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee [or the Grantor Trust Trustee] shall take all appropriate action that the Issuing Entity Entity[,] [or] the Owner Trustee[, the Grantor Trust or the Owner Trustee Grantor Trust Trustee] is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, [the Grantor Trust Trustee shall on behalf of itself and of the Grantor Trust,] execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee Trustee[,] [and] the Issuing Entity[, the Grantor Trust and the Issuing Entity Grantor Trust Trustee] for the purpose of executing on behalf of the Owner Trustee Trustee[,] [and] the Issuing Entity[, the Grantor Trust and the Issuing Entity Grantor Trust Trustee] all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee [or the Grantor Trust Trustee, as applicable], the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee [or the Grantor Trust Trustee] and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement Agreement[, and the Grantor Trust Trustee set forth under the Grantor Trust Agreement,] with respect to, among other things, accounting and reports to the DepositorDepositor [and the Issuing Entity][and the Grantor Trust Certificateholder]. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, [and Section 6.10 of the Grantor Trust Agreement required to be performed in connection with the resignation or removal of the Grantor Trust Trustee] and any other duties expressly required to be performed by the Administrator under the Trust Agreement [and the Grantor Trust Agreement]. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity [or the Grantor Trust] and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity [or the Grantor Trust, as applicable,] than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator. (ix) [Any costs associated with the resignation or removal of the Grantor Trust Trustee will be paid by the Administrator.]

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, including such of the Owner foregoing as are required with respect to the following matters under the AART Indenture (references are to sections of the AART Indenture): (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 of each calendar year, beginning March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day), regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereofAdministration Agreement and, one or more powers if such Administrator Default arises from the failure of attorney substantially in the form of Exhibit A hereto, appointing the Administrator to perform its duties under the attorney-in-fact Administration Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxx) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders, Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the AdministratorAART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and (xxxi) the recording of the AART Indenture, if applicable (Section 11.15 of the AART Indenture).

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all including such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by required with respect to the Owner Trustee and following matters under the AART Indenture (references are reasonably within the capability to sections of the Administrator.AART Indenture: (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee (Section 2.2 of the AART Indenture); (ii) Notwithstanding anything the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in this Agreement or the Related Agreements to the contrarylocation, the Administrator shall be responsible for performance of the duties Note Register (Section 2.4 of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor.AART Indenture); (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to of the Administrator that Noteholders of the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in final principal payment on their Notes (Section 2.7(d) of the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency.AART Indenture); (iv) The Administrator shall have the duties preparation, obtaining or filing of the Administrator specified in instruments, opinions and certificates and other documents required for the release of Collateral (Section 10.02 2.9 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (v) In carrying out the foregoing duties or any preparation of its other obligations under this Agreement, Definitive Notes and arranging the Administrator may enter into transactions or otherwise deal with any delivery thereof (Section 2.12 of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.AART Indenture); (vi) To the extent a Repurchase Request received from a Noteholder maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days exchange of the receipt of notice Notes (Section 3.2 of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement.AART Indenture); (vii) Any costs associated with the resignation or removal duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.AART Indenture);

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the AdministratorAdministrator (except in connection with resignation required under the Trust Indenture Act following an Event of Default, in which case the outgoing Indenture Trustee will pay such costs).

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, including such of the Owner foregoing as are required with respect to the following matters under the AART Indenture (references are to sections of the AART Indenture): (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 of each calendar year, beginning March 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day), regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereofAdministration Agreement and, one or more powers if such Administrator Default arises from the failure of attorney substantially in the form of Exhibit A hereto, appointing the Administrator to perform its duties under the attorney-in-fact Administration Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxx) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders, Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the AdministratorAART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and (xxxi) the recording of the AART Indenture, if applicable (Section 11.15 of the AART Indenture).

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing EntityIssuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity Issuer all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Owner Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing EntityIssuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity Issuer all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Owner Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) As soon as practicable, but no later than seventeen months after the date of the final prospectus, the Administrator will cause the Indenture Trustee to make generally available to the Noteholders an earnings statement of the Issuer covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the registration statement to become effective prior to the date of the final prospectus and, in each case, satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 promulgated thereunder). (iv) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (ivv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, including such of the Owner foregoing as are required with respect to the following matters under the AART Indenture (references are to sections of the AART Indenture: (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2013 (or, if such day is not a Business Day, the next succeeding Business Day) regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the Administrator AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to each successor Administrator appointed compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the terms hereofServicing Agreement and, one or more powers of attorney substantially in if such Servicer Default arises from the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact failure of the Owner Servicer to perform its duties under the Servicing Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller or the Administrator under the Pooling Agreement (Section 3.18 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxx) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the AdministratorAART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and (xxxi) the recording of the AART Indenture, if applicable (Section 11.14 of the AART Indenture).

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Issuing Entity under the AART Indenture) [, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAART Indenture[, the Swap Counterparty Rights Agreement] and at the request Note Depository Agreement. In furtherance of the Owner Trustee Table of Contents foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related AART Indenture [and the Swap Counterparty Rights Agreement], including such of the foregoing as are required with respect to the following matters under the AART Indenture [and the Swap Counterparty Rights Agreement] (references are to sections of the AART Indenture [or the Swap Counterparty Rights Agreements. In furtherance thereof, as appropriate)]: (i) the Owner preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); Table of Contents (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 20[__] (or, if such day is not a Business Day, the next succeeding Business Day) regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the Administrator AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to each successor Administrator appointed compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the terms hereofServicing Agreement and, one or more powers of attorney substantially in if such Servicer Default arises from the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact failure of the Owner Servicer to perform its duties under the Servicing Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller or the Administrator under the Pooling Agreement (Section 3.18 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders [and the Swap Counterparty] of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, AART Indenture); Table of Contents (xx) the furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any other duties expressly required to be performed by period when the Administrator under AART Indenture Trustee is not the Trust Agreement.Note Registrar (Section 7.1 of the AART Indenture); (vxxi) In carrying out the foregoing duties or any of its other obligations under this Agreementpreparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the Administrator.AART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and Table of Contents (xxxi) the recording of the AART Indenture, if applicable (Section 11.14 of the AART Indenture);

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the CARAT Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to CARAT Owner Trustee regarding the terms duties of the Issuing Entity under the CARAT Indenture) [, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the CARAT Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the CARAT Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsCARAT Indenture[, the Swap Counterparty Rights Agreement] and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related CARAT Indenture [and the Swap Counterparty Rights Agreement], including such of the foregoing as are required with respect to the following matters under the CARAT Indenture [and the Swap Counterparty Rights Agreement] (references are to sections of the CARAT Indenture [or the Swap Counterparty Rights Agreements. In furtherance thereof, as appropriate)]: (i) the Owner preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the CARAT Indenture Trustee shall (Section 2.2 of the CARAT Indenture); (ii) the duty to cause the Note Register to be kept and to give the CARAT Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the CARAT Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the CARAT Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the CARAT Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the CARAT Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the CARAT Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the CARAT Indenture Trustee the instrument specified in the CARAT Indenture regarding funds held in trust (Section 3.3(c) of the CARAT Indenture); (viii) the direction to the CARAT Indenture Trustee to deposit monies with Paying Agents, if any, other than the CARAT Indenture Trustee (Section 3.3 of the CARAT Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the CARAT Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the CARAT Trust Estate (Section 3.4 of the CARAT Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the CARAT Indenture, necessary to protect the CARAT Trust Estate (Section 3.5 of the CARAT Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the CARAT Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day) regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the CARAT Indenture, each of which relates to the CARAT Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the CARAT Indenture, as to compliance with the CARAT Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the CARAT Indenture); (xii) the identification to the CARAT Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the CARAT Indenture (Section 3.7(b) of the CARAT Indenture); (xiii) the notification of the CARAT Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereof, one Trust Sale and Administration Agreement or more powers the Pooling and Administration Agreement and the taking of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner CARAT Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the CARAT Indenture (Sections 3.10 and 3.11 of the CARAT Indenture); (xv) the delivery of notice to the CARAT Indenture Trustee and the Issuing Entity for Rating Agencies of each CARAT Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale and Administration Agreement and each default by the Seller or the Administrator under the Pooling and Administration Agreement (Section 3.19 of the Owner CARAT Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the CARAT Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the CARAT Indenture); (xvii) the compliance with any written directive of the CARAT Indenture Trustee with respect to the sale of the CARAT Trust Estate in a commercially reasonable manner if a CARAT Event of Default shall have occurred and be continuing (Section 5.4 of the CARAT Indenture); (xviii) the preparation and delivery of notice to the Noteholders [and the Swap Counterparty] of the resignation or removal of the CARAT Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor CARAT Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.CARAT Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.CARAT Indenture); (vxx) In carrying out the foregoing duties or furnishing of the CARAT Indenture Trustee with the names and addresses of Noteholders during any period when the CARAT Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe CARAT Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the CARAT Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the CARAT Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders , Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the CARAT Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the CARAT Trust Estate (Sections 8.4 and 8.5 of the CARAT Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the CARAT Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the CARAT Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the CARAT Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the CARAT Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the CARAT Indenture Trustee to take any action under the CARAT Indenture and delivery thereof to the CARAT Indenture Trustee (Section 11.1(a) of the CARAT Indenture); (xxviii) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the CARAT Indenture (Section 11.1(b) of the CARAT Indenture); (xxix) the notification of the Rating Agencies upon the failure of the CARAT Indenture Trustee to give such notification, of the information required by Section 11.4 of the CARAT Indenture (Section 11.4 of the CARAT Indenture); (xxx) the preparation and delivery to the Noteholders, the CARAT Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the CARAT Indenture); and (xxxi) the recording of the CARAT Indenture, if applicable (Section 11.14 of the CARAT Indenture); (xxxii) [the delivery to the CARAT Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder Entity, each stating that any consolidation or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days merger of the receipt of notice of Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Repurchase Request by World OmniSwap Counterparty, the Administrator shall direct the Indenture Trustee as required pursuant to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c2.01(a) of the Swap Counterparty Rights Agreement;] (xxxiii) [the delivery to the CARAT Indenture Trustee and the Swap Counterparty of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement;] (xxxiv) [the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the CARAT Indenture in respect of the occurrence of an Administrator Default under the Trust Sale and Servicing Administration Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement);] (xxxv) [the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the CARAT Indenture, each Administrator Default, each default on the part of the Depositor of its obligations under the Trust Sale and Administration Agreement and each default on the part of the Seller of its obligations under the Pooling and Administration Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement);] (xxxvi) [the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the CARAT Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the CARAT Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement);] (xxxvii) [the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement);] and (xxxviii) [the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the CARAT Indenture and Section 4.17(c) of the Swap Counterparty Rights Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.]

Additional Duties of the Administrator. (i) In addition to the duties of the Administrator set forth in Section 1(a)(i)above, the Administrator shall perform all ministerial duties and obligations, other than payment obligations, of the Trust under the Related Documents and shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or for execution by the Trust and shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee Trust to prepare, file or deliver pursuant to the Related AgreementsDocuments, and at the request of the Owner Trustee Trust shall take all appropriate action that it is the Issuing Entity or duty of the Owner Trustee is required Trust to take pursuant to the Related AgreementsDocuments. (ii) The Administrator shall perform the duties of the Administrator specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator may execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Related Documents. In furtherance thereof, upon any written request from the Owner Trustee Administrator, the Trust shall on behalf of itself cause to be executed and of the Issuing Entity, execute and deliver delivered to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A heretoA, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity Trust for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity Trust all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c) of the Sale and Servicing Agreement. (vii) Any costs associated with the resignation or removal of the Owner Trustee will be paid by the Administrator. (viii) Any costs associated with the resignation or removal of the Indenture Trustee will be paid by the Administrator.

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Issuing Entity under the AART Indenture) [, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture[, the Swap Counterparty Rights Agreement] and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAART Indenture[, the Swap Counterparty Rights Agreement] and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related AART Indenture [and the Swap Counterparty Rights Agreement], including such of the foregoing as are required with respect to the following matters under the AART Indenture [and the Swap Counterparty Rights Agreement] (references are to sections of the AART Indenture [or the Swap Counterparty Rights Agreements. In furtherance thereof, as appropriate)]: (i) the Owner preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the preparation of the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 of each calendar year, beginning March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day), regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereofAdministration Agreement and, one or more powers if such Administrator Default arises from the failure of attorney substantially in the form of Exhibit A hereto, appointing the Administrator to perform its duties under the attorney-in-fact Administration Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the AART Indenture); (xix) the preparation and delivery of notice to the Noteholders [and the Swap Counterparty] of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixx) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxxi) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxii) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxiii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiv) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxvi) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvii) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxviii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the AART Indenture Trustee to take any action under the AART Indenture and delivery thereof to the AART Indenture Trustee (Section 11.1(a) of the AART Indenture); (xxix) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the AART Indenture (Section 11.1(b) of the AART Indenture); (xxx) the notification of the Rating Agencies upon the failure of the AART Indenture Trustee to give such notification, of the information required by Section 11.4 of the AART Indenture (Section 11.4 of the AART Indenture); (xxxi) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); (xxxii) the recording of the AART Indenture, if applicable (Section 11.15 of the AART Indenture); (xxxiii) [the delivery to the AART Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity than would be available from unaffiliated parties. (vi) To the extent a Repurchase Request received from a Noteholder Entity, each stating that any consolidation or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days merger of the receipt of notice of Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Repurchase Request by World OmniSwap Counterparty, the Administrator shall direct the Indenture Trustee as required pursuant to notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 3.02(c2.01(a) of the Swap Counterparty Rights Agreement;] (xxxiv) [the delivery to the AART Indenture Trustee and the Swap Counterparty of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement;] (xxxv) [the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the AART Indenture in respect of the occurrence of an Administrator Default under the Trust Sale and Servicing Administration Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement.);] (viixxxvi) Any costs associated [the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the AART Indenture, each Administrator Default, each default on the part of the Depositor of its obligations under the Trust Sale Agreement and each default on the part of the Seller of its obligations under the Pooling Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement);] (xxxvii) [the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the AART Indenture Trustee, of any event which with the resignation or removal giving of notice and the lapse of time would become an Event of Default under Section 5.1 (d) of the Owner Trustee will be paid AART Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement);] (xxxviii) [the prompt transmittal to the Swap Counterparty of any notice received by the Administrator.Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement);] and (viiixxxix) Any costs associated with [the resignation or removal delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the AART Indenture Trustee will be paid by and Section 4.17(c) of the AdministratorSwap Counterparty Rights Agreement].

Additional Duties of the Administrator. The Administrator also agrees: (iA) to collect, receive and account for premiums on insurance policies issued pursuant to this Agreement, and to remit funds as requested by the Company; (B) the Administrator shall be responsible to ensure that its operations and the business produced complies with all applicable laws and regulations. Without limiting the foregoing, the Administrator agrees that it shall cooperate with the Company or its designated representative to ensure that the business produced is in compliance with underwriting loss control requirements as specified in writing by the Company. In addition to the duties set forth event the performance of any duty or obligation of the Administrator herein would constitute the unauthorized practice of insurance by the Company in Section 1(a)(i)an applicable jurisdiction, the Administrator shall perform such calculations (including any calculations related to a transition from immediately notify the then-current Benchmark pursuant to the terms of the Indenture) Company and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it this agreement shall be immediately suspended or modified in such jurisdiction. If such a suspension shall frustrate the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 purposes of this Agreement, and in accordance with the directions Agreement shall terminate unless the parties agree to amend this Agreement so that the performance by the Administrator does not constitute the unauthorized practice of insurance by the Owner Trustee, Company; (C) the Administrator shall administerverify, perform or supervise the performance of such other activities in connection with the Collateral according to applicable law that all sub-insurance producers: (including the Related Agreementsi) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. properly licensed; (ii) Notwithstanding anything maintain Agents and Brokers Errors and Omissions Insurance with a limit of no less than $1,000,000; (iii) are appointed by the Company where required; and (iv) execute a written agreement in this Agreement or the Related Agreements a form acceptable to the contraryCompany; (D) except as otherwise expressly noted herein or as agreed to by the Company in writing, that the Administrator shall be responsible for performance all reasonable costs, fees and expenses incurred in connection with the production of business hereunder, including but not limited to credit reports and inspection reports for policyholders, and for all costs, fees and expenses incurred in connection with agent appointments of such individuals; (E) the Administrator shall comply with reasonable instructions or directions received from the Company; (F) the Administrator shall maintain updated Company manuals (e.g., ISO or NCCI) for all lines of business to which this Agreement now or hereinafter applies if necessary; (G) the Administrator shall cancel or non-renew policies in accordance with the policy, applicable laws, regulations and the Underwriting Guidelines, and the Administrator shall retain copies of any notices (and original proofs of mailing of same) sent to policyholders to effect such cancellation or non-renewal and shall make copies of the duties notices and the original proofs of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports mailing available to the Depositor.Company upon request; (iiiH) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing unless otherwise required by law or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agencyregulations, the Administrator shall use reasonable efforts refer State Insurance Department contacts, requests or inquiries regarding matters relating to locate business subject to this Agreement, including requests for access to or copying of records, to the Company. In the event of any such contacts, requests or inquiries, the Administrator shall notify the Company immediately of the contact. In addition to the obligations specified above, unless prohibited by law or regulation, the Administrator shall immediately notify the Company of any contact, request or inquiry by any other governmental official or agency regarding matters relating to business subject to this Agreement. The Administrator will cooperate with the Company in the resolution of, and appoint promptly report to the Company, any complaints made by a qualified successor Clearing Agency.policyholder or claimant and any complaints or inquiries by a governmental agency; (ivI) to keep accurate, complete and separate, written records of all transactions affecting business written on behalf of the Company under this Agreement as specified in applicable state law, and to file all necessary affidavits and reports as may be required by applicable laws and regulations. Without limiting the foregoing, the Administrator agrees, at a minimum to maintain copies of all policy forms, rate schedules, rules and manuals supplied by the Company. The Administrator shall have also maintain a policy register and shall account for all policies furnished or supplied to the duties of the Administrator specified in Section 10.02 of the Trust Agreement required Company. The underwriting files to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed maintained by the Administrator under shall at a minimum consist of a policy application or policy application signed by the Trust Agreement.policyholder if required by law or regulation, rating worksheets, true and complete records of all transactions and correspondence with policyholders, producers, and the Company, including but not limited to copies of the policies issued, and proof of mailing for all notices required by law or regulation, including but not limited to cancellation and non-renewal notices; (vi) In carrying out the foregoing duties separate records (whether in paper or electronic form) of business for the Company must be maintained by the Administrator for the greatest of: (i) seven (7) years from the termination of the policy to which the record relates; (ii) until the completion of a financial examination by the Wisconsin Commissioner of Insurance; or (iii) the record retention period required by state law. Before the Administrator destroys or discards any of such records, the Administrator agrees to give the Company sixty (60) days’ prior written notice of its intention to do so. If during such period the Company expresses the desire to maintain such files, the Administrator shall, at Company’s expense, send or deliver such files to the location directed by Company; (K) the records maintained relating to business produced under this Agreement are jointly owned by the Company and the Administrator. Accordingly, all books, papers and records relating to the business of the Company under this Agreement or any other agreement related thereto, shall be subject to the control of its the Company, and shall be open for inspection or copying by duly authorized representatives of the Company at all times during the continuance of this Agreement and any policies issued hereunder, and for the duration of the records retention requirements hereunder and shall survive the suspension or termination of this Agreement. Subject to Sub-paragraph (K) above, the right of access and copying shall also be available to any state Commissioner, Director or Superintendent of Insurance, or their designees, with jurisdiction over the Company. Further, the Administrator and the Company agree that they will not deprive or impede the other obligations Party’s rights under this paragraph due to the existence of a dispute or disagreement between the parties. Notwithstanding any other provision of this Agreement, the Administrator may enter into transactions agrees that its failure to fully comply with this provision: (i) could cause serious and irreparable harm to the Company, and (ii) serves as adequate justification for the Company’s seeking and obtaining an ex parte court order or otherwise deal with any of injunction permitting the Company (or its Affiliates; provided that the terms of any duly authorized representatives) access to such transactions records for immediate removal or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in copying at the Administrator’s opinionoffices or at some other location approved by the court issuing the order or injunction. If copying of the records is authorized, no less favorable the Administrator agrees to reimburse the company for all costs and expenses incurred in copying the records; (L) the Administrator shall establish and maintain a disaster recovery plan and meet all federal, state and local requirements relating to data retention and security and shall provide the Company with a copy of the plan and any amendments thereto; (M) it will provide access to the Issuing Entity Company weekly and in no event later than would be available from unaffiliated parties. ten (vi10) To days after the extent date any policy or endorsement is issued pursuant to this Agreement (and in no event more than twenty-five (25) days after the effective date of such policy or endorsement), or when otherwise directed by the Company, exact, signed copies of all policies, endorsements or other appropriate evidences of insurance bound, issued, modified or canceled pursuant to this Agreement, including countersignature endorsements (except as otherwise specified herein relating to flat cancellations), together with the corresponding signed application. The Administrator may satisfy its obligation under this section by timely submitting policy data to the Company via electronic interface in a Repurchase Request received from a Noteholder or Note Owner has not been resolved, form acceptable to the alleged breach has not otherwise been cured or Company. Notwithstanding the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omniforegoing, the Administrator shall direct also provide copies of any and all policies, endorsements, or other evidences of insurance to the Indenture Trustee to Company upon request; (N) (i) the Administrator shall notify such Requesting Party that the Repurchase Request remains unresolved Company in connection with Section 3.02(cwriting within thirty (30) days if there is a change in: (a) ownership of 10% or more of the Sale outstanding stock of the Administrator; (b) any principal officer of the Administrator; or (c) any director of the Administrator; and Servicing Agreement.(ii) the Administrator shall provide, where permitted by law, written notice to the Company of any other proposed or completed sale, transfer, merger, consolidation, or reorganization involving the Administrator, a controlling interest in the Administrator or any company that has a controlling interest in the Administrator, or involving a majority of its assets, to the extent such proposed transaction is not subject to the notice provision in Sub-paragraph 4(O)(i). In no event shall notice provided under Sub-paragraph 4(O)(i) be given later than the date of any public announcement of: (a) the proposed transaction or change; or (b) the execution of an agreement concerning the proposed transaction or change; (viiO) Any costs associated the Administrator shall not take any actions to impede or interfere with the resignation Company’s rights and ability to recover from third parties, whether any such right of recovery is based in tort or removal contract; (P) the Administrator shall perform all duties imposed upon it under any reinsurance agreement applicable to the business authorized herein, copies of which shall be provided to the Administrator. Company agrees to advise the Administrator of any such duties prior to the effective date of any proposed reinsurance and the Administrator shall be entitled to additional reasonable compensation to be negotiated between the parties, and approved in writing by the Company, if such duties impose material additional costs or duties upon the Administrator; (Q) for as long as the Administrator has responsibilities and obligations hereunder, the Administrator shall provide the Company with audited financial statements. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles and audited in accordance with Generally Accepted Auditing Standards. Such statements shall be provided to the Company within one- hundred- eighty (180) days after the end of the Owner Trustee will applicable year or within five (5) days of the availability of such statements whichever is earlier and shall be paid treated as confidential by the Administrator.Company; (viiiR) Any costs associated the Administrator shall provide an organizational chart to the Company listing all subsidiaries, affiliates and the person or entity that ultimately controls the Administrator which shall be treated as confidential by the Company. The Administrator shall keep the information in the organizational chart current by providing the Company with an updated organizational chart as the Administrator’s organization is amended; (S) to perform its duties hereunder in accordance with the: (i) the accounting and systems guidelines established by the Company and provided to the Administrator in writing from time to time (herein the “Accounting and Systems Guidelines” which are contained in Schedule E); and (ii) applicable laws and regulations; (T) the Administrator shall maintain workers’ compensation and disability insurance for its employees in accordance with applicable laws and regulations; (U) to the extent the Administrator engages in any premium finance transactions, which require the prior written approval of the Company, the Administrator: (i) shall do so in accordance with all applicable laws and regulations; and (ii) does so solely on its own account and at its own risk. The Administrator shall be solely liable for any extensions of credit of earned premium or premium financing to policyholders or sub-insurance producers and for the full amount of any premiums due to the Company on policies written under this Agreement regardless of whether the Administrator has collected the premium due from the policyholder or the sub- insurance producer; (V) for each year in which this Agreement remains in effect, the Administrator shall provide the Company with the resignation or removal following information within fifteen (15) business days after each of the Indenture Trustee will be paid following specified dates: (i) March 31, provide the March 31 inforce portfolio and the estimated May 31 and September 30 portfolios to support reinsurance purchasing; (ii) May 31, provide the actual May 31 inforce portfolio; (W) the Administrator, on behalf of the Company and as directed by the AdministratorCompany, shall file for approval with State Insurance Departments all policy forms, rate schedules and associated rules and manuals as may be required by such regulatory authorities for the business subject to this Agreement. The Administrator shall provide the Company with a list of such approved documents and copies of such documents.

Additional Duties of the Administrator. (ia) In addition The Administrator agrees to perform all its duties as Administrator and the duties set forth in Section 1(a)(i)of the Issuing Entity under the AART Indenture and the Note Depository Agreement. In addition, the Administrator shall perform such calculations (including any calculations related to a transition from consult with the then-current Benchmark pursuant to AART Owner Trustee regarding the terms duties of the Indenture) Issuing Entity under the AART Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the AART Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the AART Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, AART Indenture and at the request Note Depository Agreement. In furtherance of the Owner Trustee foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereofAART Indenture, including such of the Owner foregoing as are required with respect to the following matters under the AART Indenture (references are to sections of the AART Indenture: (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the AART Indenture Trustee shall (Section 2.2 of the AART Indenture); (ii) the duty to cause the Note Register to be kept and to give the AART Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the AART Indenture); (iii) the notification of the Noteholders of the final principal payment on behalf their Notes (Section 2.7(d) of itself the AART Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the AART Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the AART Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the AART Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the AART Indenture Trustee the instrument specified in the AART Indenture regarding funds held in trust (Section 3.3(c) of the AART Indenture); (viii) the direction to the AART Indenture Trustee to deposit monies with Paying Agents, if any, other than the AART Indenture Trustee (Section 3.3 of the AART Indenture); (ix) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the AART Indenture, execute the Notes, the Collateral and deliver each other instrument and agreement included in the AART Trust Estate (Section 3.4 of the AART Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the AART Indenture, necessary to protect the AART Trust Estate (Section 3.5 of the AART Indenture); (xi) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the AART Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2013 (or, if such day is not a Business Day, the next succeeding Business Day) regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the AART Indenture, each of which relates to the AART Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the AART Indenture, as to compliance with the AART Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the AART Indenture); (xii) the identification to the AART Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the AART Indenture (Section 3.7(b) of the AART Indenture); (xiii) the notification of the AART Indenture Trustee and the Rating Agencies of an Administrator and to each successor Administrator appointed Default pursuant to the terms hereofAdministration Agreement and, one or more powers if such Administrator Default arises from the failure of attorney substantially in the form of Exhibit A hereto, appointing the Administrator to perform its duties under the attorney-in-fact Administration Agreement the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Owner AART Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the AART Indenture (Sections 3.10 and 3.11 of the AART Indenture); (xv) the delivery of notice to the AART Indenture Trustee and the Issuing Entity for Rating Agencies of each AART Event of Default, each Administrator Default, each default by the purpose of executing on behalf Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Owner AART Indenture); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the AART Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the AART Indenture); (xvii) the compliance with any written directive of the AART Indenture Trustee with respect to the sale of the AART Trust Estate in a commercially reasonable manner if an AART Event of Default shall have occurred and be continuing (Section 5.4 of the AART Indenture); (xviii) the preparation and delivery of notice to the Noteholders of the resignation or removal of the AART Indenture Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to appointment of a successor AART Indenture Trustee (Section 5 of this Agreement, and in accordance with the directions 6.8 of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.AART Indenture); (iixix) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor. (iii) The Administrator shall provide any written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor Clearing Agency. (iv) The Administrator shall have the duties of the Administrator specified in Section 10.02 of the Trust Agreement instruments required to be performed confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.AART Indenture); (vxx) In carrying out the foregoing duties or furnishing of the AART Indenture Trustee with the names and addresses of Noteholders during any period when the AART Indenture Trustee is not the Note Registrar (Section 7.1 of its other obligations under this Agreementthe AART Indenture); (xxi) the preparation, the Administrator may enter into transactions or otherwise deal with any execution on behalf of its Affiliates; provided that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall bethe filing with the Commission, any applicable state agencies and the AART Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the AART Indenture); (xxii) the opening of one or more accounts in the AdministratorTrust’s opinionname, no less favorable the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the AART Indenture); (xxiii) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the AART Trust Estate (Sections 8.4 and 8.5 of the AART Indenture); (xxiv) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to supplemental indentures (Sections 9.1, 9.2 and 9.3 of the AART Indenture); (xxv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the AART Indenture); (xxvi) the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the AART Indenture); (xxvii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity than would be available from unaffiliated parties. (vi) To to the extent a Repurchase Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by World Omni, the Administrator shall direct the AART Indenture Trustee to notify such Requesting Party that take any action under the Repurchase Request remains unresolved in connection with AART Indenture and delivery thereof to the AART Indenture Trustee (Section 3.02(c11.1(a) of the Sale and Servicing Agreement.AART Indenture); (viixxviii) Any costs associated with the resignation or removal preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Owner Trustee will be paid by AART Indenture (Section 11.1(b) of the Administrator.AART Indenture); (viiixxix) Any costs associated with the resignation or removal notification of the Rating Agencies upon the failure of the AART Indenture Trustee will be paid to give such notification, of the information required by Section 11.4 of the AdministratorAART Indenture (Section 11.4 of the AART Indenture); (xxx) the preparation and delivery to the Noteholders, the AART Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the AART Indenture); and (xxxi) the recording of the AART Indenture, if applicable (Section 11.15 of the AART Indenture).