Common use of UCC References Clause in Contracts

UCC References. References to sections or provisions of Article 9 of the UCC in any of the Basic Documents shall be deemed to be automatically updated to reflect the successor, replacement or functionally equivalent sections or provisions of Revised Article 9, Secured Transactions (2000) at any time in any jurisdiction which has made such revised article effective. 1. [This Agreement, the Receivables Purchase Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from World Omni, the Depositor and the Trust, respectively. 2. World Omni has taken all steps necessary to perfect its security interest against each Obligor in the property securing the Receivables. 3. The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. 4. World Omni owns and has good and marketable title to the Receivables and will transfer the Receivables free and clear of any Lien, claim or encumbrance of any Person. 5. World Omni has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Depositor under the Receivables Purchase Agreement, to the Issuing Entity hereunder and to the Indenture Trustee under the Indenture. 6. Other than (a) any security interests which have been released prior to or in connection with the execution of the Basic Documents and (b) the security interests granted to the Depositor, the Issuing Entity, and the Indenture Trustee pursuant to the Basic Documents, none of World Omni, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. None of World Omni, the Depositor or the Issuing Entity has authorized the filing of, and is not aware of, any financing statements against World Omni, the Depositor or the Issuing Entity that include a description of collateral covering the Receivables other than any financing statement relating to the security interests granted to the Depositor, the Issuing Entity, and the Indenture Trustee under the Basic Documents or a financing statement that has been terminated with respect to the Receivables. None of World Omni, the Depositor or the Issuing Entity is aware of any judgment or tax lien filings against World Omni, the Depositor or the Issuing Entity. 7. World Omni, as Servicer, has in its possession all original copies of the Receivable Files that constitute or evidence the Receivables. The Receivables Files that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuing Entity or the Indenture Trustee. All financing statements filed or to be filed against World Omni, the Depositor or the Issuing Entity in favor of the Depositor, the Issuing Entity or the Indenture Trustee, respectively, in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Noteholders.”]

UCC References. References to sections or provisions of Article 9 of the UCC in any of the Basic Documents shall be deemed to be automatically updated to reflect the successor, replacement or functionally equivalent sections or provisions of Revised Article 9, Secured Transactions (2000) at any time in any jurisdiction which has made such revised article effective. 1. [This Agreement, the Receivables Purchase Agreement Agreement[, the Receivables Contribution Agreement] and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from World Omni, the Depositor Depositor[, the Grantor Trust] and the Trust, respectively. 2. World Omni has taken all steps necessary to perfect its security interest against each Obligor in the property securing the Receivables. 3. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. 4. World Omni owns and has good and marketable title to the Receivables and will transfer the Receivables free and clear of any Lien, claim or encumbrance of any Person. 5. World Omni has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Depositor under the Receivables Purchase Agreement, to the Issuing Entity hereunder and to the Indenture Trustee under the Indenture. 6. With respect to Receivables that constitute tangible chattel paper, all original executed copies of each Contract that constitute or evidence the Receivable have been delivered to the Servicer for the benefit of the Depositor, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee. 7. With respect to Receivables that constitute electronic chattel paper, only one authoritative copy of each Contract that constitutes or evidences the Receivable exists. Each such authoritative copy (a) is unique, identifiable, and unalterable (other than with the participation of the Depositor, the Issuing Entity and the Indenture Trustee pursuant to the Basic Documents in the case of an addition or change of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), and (b) has been communicated to and is maintained by the Servicer or a third-party provider acting on behalf of the Servicer. The authoritative copy of the related Contract identifies only World Omni Financial Corp. as the assignee thereof. Each copy of the authoritative copy of the related Contract and any copy of a copy are readily identifiable as copies that are not the authoritative copy. Each Receivable has been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each Contract that constitutes or evidences the Receivable must be made with the participation of the Depositor, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee pursuant to the Basic Documents, and (b) all revisions of the authoritative copy of each contract that constitute or evidence the Receivable must be readily identifiable as an authorized or unauthorized revision. The Servicer is maintaining the authoritative copy of each Contract that constitutes or evidences the Receivables solely on behalf and for the benefit of the Depositor, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee under the Basic Documents. 8. Other than (a) any security interests which have been released prior to or in connection with the execution of the Basic Documents and (b) the security interests granted to the Depositor, the Issuing Entity[, the Grantor Trust], and the Indenture Trustee pursuant to the Basic Documents, none of World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. None of World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity has authorized the filing of, and is not aware of, any financing statements against World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity that include a description of collateral covering the Receivables other than any financing statement relating to the security interests granted to the Depositor, the Issuing Entity[, the Grantor Trust], and the Indenture Trustee under the Basic Documents or a financing statement that has been terminated with respect to the Receivables. None of World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity is aware of any judgment or tax lien filings against World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity. 79. None of the Seller, the Depositor[, the Grantor Trust] or the Issuing Entity or any vaulting agent thereof has communicated an authoritative copy of any Contract that constitutes or evidences the Receivables to any Person other than the Servicer. 10. World Omni, as ServicerServicer (in its capacity as custodian), has in its possession all original copies of the Receivable Files Contracts that constitute or evidence the Receivables. The Receivables Files that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuing Entity Entity[, the Grantor Trust] or the Indenture Trustee. All financing statements filed or to be filed against World Omni, the Depositor Depositor[, the Grantor Trust] or the Issuing Entity in favor of the Depositor, the Issuing Entity Entity[, the Grantor Trust] or the Indenture Trustee, respectively, in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Noteholders.”]