Exhibit 4.2


 


 


INDENTURE


 


between


 


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D,


as Issuing Entity,


 


WILMINGTON
TRUST, National Association,


as Indenture Trustee


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Account Bank


 


Dated as of November 16, 2022


 


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


	Article I Definitions and Incorporation by Reference	2
	Section 1.01	Definitions	2
	Section 1.02	Incorporation by Reference of Trust Indenture Act	2
	 	 	 
	Article II The Notes	3
	Section 2.01	Form	3
	Section 2.02	Execution, Authentication and Delivery	3
	Section 2.03	Temporary Notes	4
	Section 2.04	Transfer Restrictions on Notes	4
	Section 2.05	Registration; Registration of Transfer and Exchange	7
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	8
	Section 2.07	Persons Deemed Owner	9
	Section 2.08	Payment of Principal and Interest; Defaulted Interest	9
	Section 2.09	Cancellation	11
	Section 2.10	Release of Collateral	11
	Section 2.11	Book-Entry Notes	11
	Section 2.12	Notices to Clearing Agency	12
	Section 2.13	Definitive Notes	12
	Section 2.14	Tax Treatment	13
	Section 2.15	CUSIP Numbers	13
	 	 	 
	Article III Covenants	14
	Section 3.01	Payment of Principal and Interest	14
	Section 3.02	Maintenance of Office or Agency	14
	Section 3.03	Money for Payments to Be Held in Trust	14
	Section 3.04	Existence	16
	Section 3.05	Protection of Trust Estate	16
	Section 3.06	Opinions as to Trust Estate	16
	Section 3.07	Performance of Obligations; Servicing of Receivables	17
	Section 3.08	Negative Covenants	19
	Section 3.09	Annual Statement as to Compliance	20
	Section 3.10	Issuing Entity May Consolidate, etc., Only on Certain Terms	20
	Section 3.11	Successor or Transferee	22
	Section 3.12	No Other Business	22
	Section 3.13	No Borrowing	22
	Section 3.14	Servicer’s Obligations	22
	Section 3.15	Guarantees, Loans, Advances and Other Liabilities	22
	Section 3.16	Capital Expenditures	22
	Section 3.17	Removal of Administrator	22
	Section 3.18	Restricted Payments	22
	Section 3.19	Notice of Events of Default	23
	Section 3.20	Further Instruments and Acts	23



 






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	Article IV Satisfaction and Discharge	23
	Section 4.01	Satisfaction and Discharge of Indenture	23
	Section 4.02	Application of Trust Money	24
	Section 4.03	Repayment of Monies Held by Paying Agent	24
	 	 	 
	Article V Remedies	24
	Section 5.01	Events of Default	24
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	26
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27
	Section 5.04	Remedies; Priorities	29
	Section 5.05	Optional Preservation of the Receivables	30
	Section 5.06	Limitation of Suits	30
	Section 5.07	Unconditional Rights of Noteholders to Receive Principal and Interest	31
	Section 5.08	Restoration of Rights and Remedies	31
	Section 5.09	Rights and Remedies Cumulative	31
	Section 5.10	Delay or Omission Not a Waiver	31
	Section 5.11	Control by Noteholders	32
	Section 5.12	Waiver of Past Defaults	32
	Section 5.13	Undertaking for Costs	32
	Section 5.14	Waiver of Stay or Extension Laws	33
	Section 5.15	Action on Notes	33
	Section 5.16	Performance and Enforcement of Certain Obligations	33
	 	 	 
	Article VI The Indenture Trustee	34
	Section 6.01	Duties of Indenture Trustee	34
	Section 6.02	Rights of Indenture Trustee	36
	Section 6.03	Individual Rights of Indenture Trustee	39
	Section 6.04	Indenture Trustee’s Disclaimer	39
	Section 6.05	Notice of Defaults	39
	Section 6.06	Reports by Indenture Trustee	39
	Section 6.07	Compensation and Indemnity	39
	Section 6.08	Replacement of Indenture Trustee	40
	Section 6.09	Successor Indenture Trustee by Merger	41
	Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	42
	Section 6.11	Eligibility; Disqualification	43
	Section 6.12	Preferential Collection of Claims Against Issuing Entity	43
	Section 6.13	Representations and Warranties of the Indenture Trustee	43
	Section 6.14	Communications Regarding Demands to Repurchase Receivables	44



 






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	Article VII Noteholders’ Lists and Reports	45
	Section 7.01	Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders	45
	Section 7.02	Preservation of Information; Communications to Noteholders; Noteholder Communications with Indenture Trustee; Communications between Noteholders	45
	Section 7.03	Reports by Issuing Entity	47
	Section 7.04	Reports by Indenture Trustee	47
	Section 7.05	Noteholder Demand for Asset Representations Review	47
	 	 	 
	Article VIII Accounts, Disbursements and Releases	49
	Section 8.01	Collection of Money	49
	Section 8.02	Trust Accounts	49
	Section 8.03	Benchmark Determination	51
	Section 8.04	General Provisions Regarding Accounts	53
	Section 8.05	Release of Trust Estate	54
	Section 8.06	Opinion of Counsel	54
	 	 	 
	Article IX Supplemental Indentures	55
	Section 9.01	Supplemental Indentures Without Consent of Noteholders	55
	Section 9.02	Supplemental Indentures with Consent of Noteholders	56
	Section 9.03	Execution of Supplemental Indentures	58
	Section 9.04	Effect of Supplemental Indenture	58
	Section 9.05	Conformity with Trust Indenture Act	58
	Section 9.06	Reference in Notes to Supplemental Indentures	58
	 	 	 
	Article X Redemption of Notes	58
	Section 10.01	Redemption	58
	Section 10.02	Form of Redemption Notice	59
	Section 10.03	Notes Payable on Redemption Date	59
	 	 	 
	Article XI Miscellaneous	59
	Section 11.01	Compliance Certificates and Opinions, etc.	59
	Section 11.02	Form of Documents Delivered to Indenture Trustee	61
	Section 11.03	Acts of Noteholders	62
	Section 11.04	Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	63
	Section 11.05	Notices to Noteholders; Waiver	64
	Section 11.06	Alternate Payment and Notice Provisions	64
	Section 11.07	Conflict with Trust Indenture Act	65
	Section 11.08	Effect of Headings and Table of Contents	65
	Section 11.09	Successors and Assigns	65
	Section 11.10	Severability	65
	Section 11.11	Benefits of Indenture	65
	Section 11.12	Legal Holidays	65
	Section 11.13	GOVERNING LAW; JURISDICTION	65
	Section 11.14	Counterparts; Electronic Signatures	66
	Section 11.15	Recording of Indenture	66
	Section 11.16	Trust Obligation	66
	Section 11.17	No Petition	67
	Section 11.18	Inspection	67
	Section 11.19	Waiver of Jury Trial	68



 






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	Article XII COMPLIANCE WITH REGULATION AB	68
	Section 12.01	Intent of the Parties; Reasonableness	68
	Section 12.02	Additional Representations and Warranties of the Indenture Trustee	68
	Section 12.03	Information to Be Provided by the Indenture Trustee	68
	Section 12.04	Regulation AB Reports by Indenture Trustee	70




 


	SCHEDULE A	–	Schedule of Receivables
	 	 	 
	EXHIBIT A-1	–	Form of Class A-1 Note
	EXHIBIT A-2a	–	Form of Class A-2a Note
	EXHIBIT A-2b	–	Form of Class A-2b Note
	EXHIBIT A-3	–	Form of Class A-3 Note
	EXHIBIT A-4	–	Form of Class A-4 Note
	EXHIBIT B	–	Form of Class B Note
	EXHIBIT C	–	Form of Class C Note
	EXHIBIT D	–	Servicing Criteria for Indenture Trustee’s Assessment of Compliance
	EXHIBIT E	–	Form of Indenture Trustee’s Annual Certification
	EXHIBIT F	–	Form of Transferor Certificate
	EXHIBIT G	–	Form of Investment Letter




 






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THIS INDENTURE dated as of November 16,
2022 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a Delaware statutory trust (the “Issuing Entity”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national
banking association, as trustee and not in its individual capacity (the “Indenture Trustee”), and WILMINGTON TRUST,
NATIONAL ASSOCIATION, a national banking association (the “Account Bank”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 4.426%
Asset-Backed Notes (the “Class A-1 Notes”), Class A-2a 5.51% Asset-Backed Notes (the “Class A-2a
Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with
the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 5.61% Asset-Backed Notes (the “Class A-3
Notes”), Class A-4 5.70% Asset-Backed Notes (the “Class A-4 Notes”), Class B 0.00% Asset-Backed
Notes (the “Class B Notes”) and Class C 0.00% Asset-Backed Notes (the “Class C Notes”
and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B
Notes, the “Notes”):


 


GRANTING CLAUSE


 


The Issuing Entity hereby Grants
to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the
SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned
by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date;
(b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and
any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims
on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle
that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity;
(e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the
Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time,
including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the
Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including
the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity
under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles”
and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all
proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or
all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property,
all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles
and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however,
that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the
 “Collateral”).


 






    


     


    

 


The foregoing Grant is made
in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably
without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.


 


The Indenture Trustee, as Indenture
Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the
provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.


 


Article I


 


Definitions
and Incorporation by Reference


 


Section 1.01         Definitions.
Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in Part I of Appendix
A to the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), among
the Issuing Entity, World Omni Auto Receivables LLC, as Depositor, World Omni, as Servicer, and the Account Bank. All references herein
to “the Indenture” or “this Indenture” are to this Indenture as it may be amended, supplemented or modified from
time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A. All references herein
to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits contained in or attached to this Indenture
unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice,
Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in
Part II of such Appendix A shall be applicable to this Indenture.


 


Section 1.02         Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference
in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.


 






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All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning
assigned to them by such definitions.


 


Article II


 


The
Notes


 


Section 2.01         Form.
The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class B Notes and the Class C Notes, in each case together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3, Exhibit A-4,
Exhibit B and Exhibit C to this Indenture, respectively, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced
by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


 


The definitive Notes shall be
typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders),
all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.


 


Each Note shall be dated the
date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b,
Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C are part of the terms of this Indenture.


 


Section 2.02         Execution,
Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual or
facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.


 


The Indenture Trustee shall
upon receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount
of $211,980,000, Class A-2a Notes for original issue in an aggregate principal amount of $231,840,000, Class A-2b Notes for
original issue in an aggregate principal amount of $125,000,000, Class A-3 Notes for original issue in an aggregate principal amount
of $306,860,000, Class A-4 Notes for original issue in an aggregate principal amount of $99,620,000, Class B Notes for original
issue in an aggregate principal amount of $30,630,000 and Class C Notes for original issue in an aggregate principal amount of $15,360,000.
The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes and Class C Notes outstanding at any time may not exceed such respective amounts except as provided in
Section 2.06.


 






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Each Note shall be dated the
date of its authentication. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall be issuable
as registered Notes in the minimum denomination of $1,000 and integral multiples of $1,000, and the Class B Notes and Class C
Notes shall be issuable in the minimum denominations of $250,000 and integral multiples of $1,000; provided further, that
the minimum amounts of any Retained Notes shall also be subject to the restrictions set forth in Section 2.04.


 


No Note shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.


 


Section 2.03         Temporary
Notes. Pending the preparation of definitive Notes, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms
of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.


 


If temporary Notes are issued,
the Issuing Entity shall cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuing
Entity to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor,
a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as definitive Notes.


 


Section 2.04         Transfer
Restrictions on Notes.


 


(a)            As
of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange.
Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall
be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state
securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer
pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is
to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities
Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify
to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth
in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”).
Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall
also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee
(unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder
and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such
other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of
any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.
Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the
Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is
not made in accordance with federal and state securities laws.


 






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(b)            (i) Sale,
pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained
Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person
who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in
an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being
treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity,
in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that
such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in
either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the
Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions
in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by
the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion
of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes
to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”).
Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to
have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any
attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported
transferor will continue to be treated as the owner of the Retained Note.


 


For the purposes of this Section 2.04(b),
 “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for U.S.
federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is
attributable to the pass-through entity’s interest in the Retained Note.


 


(c)            [Reserved].


 


(d)            By
acquiring a Note, each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that
either (1) it is not acquiring such Note with the assets of any Plan or (2) the acquisition and holding of such Note will not
constitute or give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt
violation of Similar Law. Each Note will bear a legend reflecting such deemed representation. Notwithstanding any provision herein, a
Retained Note may be acquired with the assets of any Plan only if such Retained Note is the subject of a Debt Opinion.


 






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(e)            By
directly or indirectly acquiring a Retained Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner
of a beneficial interest will be deemed to represent, warrant and agree as follows:


 


(i)            it
understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following
sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that
such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that
such Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as
defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”)
acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited
Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment
Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it
reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own
account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional
buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in
a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which
case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture
Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory
to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above,
the Indenture Trustee shall require that a written Opinion of Counsel (which will not be at the expense of the Depositor, any Affiliate
of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee
and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable
securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions,
if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the
Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to
confirm that any such transfer complies with the foregoing restrictions;


 


(ii)            it
is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes
for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified
institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and
other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration
requirements of the Securities Act provided by Rule 144A;


 






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(iii)            [Reserved];


 


(iv)            it
understands that Issuing Entity, the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed
to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises
sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and


 


(v)            Issuing
Entity, the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements
and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


Section 2.05         Registration;
Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep
a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration
of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers
of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor or, if
it elects not to make such an appointment, assume the duties of Note Registrar.


 


If a Person other than the Indenture
Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice
of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture
Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee
shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amounts and number of such Notes.


 


Upon surrender for registration
of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, if the
requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and
the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes
of the same Class in any authorized denominations, of a like aggregate principal amount.


 






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At the option of the Holder,
Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.


 


All Notes issued upon any registration
of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Every Note presented or surrendered
for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.


 


No service charge shall be made
to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.


 


The preceding provisions of
this Section notwithstanding, the Issuing Entity shall not be required to make and the Note Registrar need not register transfers
or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect
to the Note.


 


The Indenture Trustee (in any
capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Neither the Indenture Trustee
(in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.


 


Section 2.06         Mutilated,
Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee or Note Registrar, or the
Indenture Trustee or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there
is delivered to the Indenture Trustee and the Note Registrar such security or indemnity as may be required by them to hold the Issuing
Entity, the Indenture Trustee and the Note Registrar harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar
or the Indenture Trustee that such Note has been acquired by a protected purchaser, and provided that the requirements of Sections 8-405
and 8-406 of the UCC are met, the Issuing Entity shall execute, and upon its request the Indenture Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable,
or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or
payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuing Entity or the Indenture Trustee in connection therewith.


 






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Upon the issuance of any replacement
Note under this Section, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.


 


Every replacement Note issued
pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


Section 2.07         Persons
Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and any
agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination)
as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any agent of the Issuing Entity
or the Indenture Trustee shall be affected by notice to the contrary.


 


Section 2.08         Payment
of Principal and Interest; Defaulted Interest.


 


(a)            The
Class A-1 Notes, the Class  A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B
Notes and the Class C Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate,
the Class A-2a Interest Rate, the Class A-2b Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate,
the Class B Interest Rate and the Class C Interest Rate, respectively, and such interest shall be payable on each Payment Date
in accordance with the priorities set forth in Section 8.02(d) and (e), as applicable, subject to Section 3.01.
Interest on the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C
Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes and the
Class A-2b Notes will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day
year. The Issuing Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal
amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment
of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check
or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates, payment
will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final
installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall
be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.


 






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(b)            Prior
to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately
due and payable, the Outstanding Amount of each Class of Notes shall be payable in full on the Final Scheduled Payment Date for such
Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled
Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(d), subject to
Section 3.01.


 


(c)            Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which
an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least a majority
of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided
in Section 5.02. In such case, principal shall be paid in accordance with the priorities set forth in Section 8.02(e).
The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding
the Payment Date on which the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid.
Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment
of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.


 


(d)            If
the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay defaulted interest (plus interest on such
defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted
interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior
to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15
days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date,
the payment date and the amount of defaulted interest to be paid.


 






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Section 2.09         Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuing Entity
may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the
Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to it;
provided, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture
Trustee shall issue a certificate of destruction to the Issuing Entity for all cancelled Notes that have been disposed of.


 


Section 2.10         Release
of Collateral. Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from
the lien of this Indenture only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing
Entity, an Opinion of Counsel and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or
an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.


 


Section 2.11         Book-Entry
Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the
Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of
Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note
Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the
 “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13:


 


(i)            the
provisions of this Section shall be in full force and effect;


 


(ii)            the
Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including
the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the
Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05;


 






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(iii)            to
the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall
control;


 


(iv)            the
rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements
between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency
Participants; and


 


(v)            whenever
this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only
to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to
the Indenture Trustee.


 


Section 2.12         Notices
to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until
Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.13, the Indenture Trustee shall give all such notices
and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note
Owners; provided, that, if Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Indenture Trustee’s
obligation to provide or forward any notice or other communication to the Noteholders may be met by the Indenture Trustee posting a copy
of such information on its internet website described in Section 6.06 promptly following its receipt thereof.


 


Section 2.13         Definitive
Notes. Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders
thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Administrator
is unable to locate a qualified successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Owners
of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling
Securities advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence
of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee
of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing
Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing
Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture
Trustee shall recognize the Holders of the Definitive Notes as Noteholders.


 






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Section 2.14         Tax
Treatment.


 


(a)            The
Issuing Entity has entered into this Indenture, and the Notes will be issued, with the intention that, for U.S. federal, state and local
income and franchise tax purposes, the Notes (to the extent such Notes are treated as beneficially owned by a person other than the Issuing
Entity or its affiliates for such purposes) will be characterized as indebtedness. The Issuing Entity, by entering into this Indenture,
agrees to treat the Notes (to the extent such Notes are treated as beneficially owned by a person other than the Issuing Entity or its
affiliates for such purposes) for U.S. federal, state and local income and franchise tax purposes, as indebtedness. Each Noteholder, by
its acceptance of a Note, and each Note Owner, by its acceptance of an interest in the applicable Book-Entry Note or Definitive Note,
other than, in either case (and with respect solely to Notes owned by it), to the extent such Notes are treated as beneficially owned
by a person other than the Issuing Entity or its affiliates for such purposes, agrees to treat the Notes for U.S. federal, state and local
income and franchise tax purposes, as indebtedness.


 


(b)            Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to provide
to the Person from whom it receives payments on the Notes (including the Paying Agent) the Noteholder Tax Identification Information and,
upon request, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.


 


(c)            Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that the
Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up)
payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.14(b).


 


Section 2.15         CUSIP
Numbers. The Issuing Entity in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided that any such notice
may state that no representation is made as to the correctness of such “CUSIP” numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes
and any such redemption shall not be affected by any defect in or omission of such numbers. The Depositor will promptly notify the Indenture
Trustee in writing of any change in the “CUSIP” numbers.


 






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Article III


 


Covenants


 


Section 3.01         Payment
of Principal and Interest. The Issuing Entity will duly and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Section 8.02(d),
the Issuing Entity will cause to be distributed all amounts on deposit in the Note Distribution Account and allocated for distribution
to the Noteholders on a Payment Date pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes,
to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for
the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to
the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (vi) for
the benefit of the Class B Notes, to the Class B Noteholders and (vii) for the benefit of the Class C Notes, to the
Class C Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal
shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.


 


Section 3.02         Maintenance
of Office or Agency. The Issuing Entity will maintain an office or agency where Notes may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. Such
office or agency will initially be at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby initially appoints
the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity will give prompt written notice to the Indenture
Trustee of any change in the location of any such office or agency. If at any time the Issuing Entity shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


Section 3.03         Money
for Payments to Be Held in Trust. As provided in Section 8.02(a) and (c), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant to Section 8.02(d) and
(e) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as
provided in this Section.


 


On or before the Payment Determination
Date or the Business Day prior to the Redemption Date, as applicable, the Issuing Entity shall allocate or cause to be allocated in the
Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the
Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee)
shall promptly notify the Indenture Trustee of its action or failure so to act.


 






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The Issuing Entity will cause
each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section, that such Paying Agent will:


 


(i)            hold
all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein
provided;


 


(ii)            give
the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge
in the making of any payment required to be made with respect to the Notes;


 


(iii)            at
any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;


 


(iv)            immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time
it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and


 


(v)            comply
with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding
taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.


 


The Issuing Entity may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to
the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable laws with
respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with
respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability
of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction
of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business
Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Issuing Entity. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuing Entity,
any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders
whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but
not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such
Holder).


 






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Section 3.04         Existence.
The Issuing Entity will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware
(unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United
States of America, in which case the Issuing Entity will keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument
or agreement included in the Trust Estate.


 


Section 3.05         Protection
of Trust Estate. The Issuing Entity will from time to time execute and deliver all such supplements and amendments hereto and all
such financing statements, continuation statements, instruments of further assurance and other instruments, and also deliver the Schedule
of Receivables and the Sale and Servicing Agreement (including Schedule A thereto, as revised from time to time) to the Indenture Trustee,
and will take such other action necessary or advisable to:


 


(i)           maintain
or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;


 


(ii)          perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(iii)         enforce
any of the Collateral; or


 


(iv)         preserve
and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims
of all persons and parties.


 


The Issuing Entity hereby authorizes
the Administrator and Indenture Trustee to file any financing statement, continuation statement or other instrument required to be executed
pursuant to this Section 3.05. The Issuing Entity hereby ratifies any such financing statements filed prior to the date hereof;
it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture
Trustee to make any such filing.


 


Section 3.06         Opinions
as to Trust Estate.


 


(a)            On
the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.


 






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(b)            On
or before April 30, in each calendar year, beginning in 2023, the Issuing Entity shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created
by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary
to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling
of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest
of this Indenture until April 30 in the following calendar year.


 


Section 3.07         Performance
of Obligations; Servicing of Receivables.


 


(a)            The
Issuing Entity will not take any action and will use its best efforts not to permit any action to be taken by others that would release
any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate
or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness
of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument
or agreement.


 


(b)            The
Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuing Entity shall be deemed to be action
taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing
Entity in performing its duties under this Indenture.


 


(c)            The
Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents
and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC
financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement
in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuing
Entity shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the
Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Controlling Securities.


 


(d)            If
the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement, the Issuing Entity
shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the
Issuing Entity is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any
of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuing Entity shall take all
reasonable steps available to it to remedy such failure.


 






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(e)            As
promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.01
of the Sale and Servicing Agreement, the Indenture Trustee shall appoint a successor servicer (the “Successor Servicer”),
and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the
event that a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed the Successor Servicer, subject to Section 8.02 of
the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the
Issuing Entity and the Depositor and in such event will be released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement with the Issuing Entity as provided below. Upon delivery of any such notice
to the Issuing Entity, the Indenture Trustee shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement.
Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not
less than $100,000,000 and whose regular business includes the servicing of Contracts and (ii) enter into a servicing agreement with
the Issuing Entity having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer.
If within 30 days after the delivery of the notice referred to above, the Issuing Entity shall not have obtained such a new servicer,
the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with
any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02
of the Sale and Servicing Agreement, the Issuing Entity shall enter into an agreement with such successor for the servicing of the Receivables
(such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and
Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in
the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer
under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer’s
duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture
Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties
as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer
under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates, provided
that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer.


 


(f)            Upon
any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuing Entity shall promptly
notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Indenture Trustee shall notify the Issuing Entity of such
appointment, specifying in such notice the name and address of such Successor Servicer.


 






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(g)            Without
derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuing Entity agrees (i) that it will not, without the prior written consent of the Indenture Trustee or
the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except
to the extent otherwise provided in the Sale and Servicing Agreement) or the Trust Agreement, the Sale and Servicing Agreement, the Receivables
Purchase Agreement, the Administration Agreement (except as may be permitted thereby), or waive timely performance or observance by the
Servicer or the Depositor under the Sale and Servicing Agreement (except as may be permitted thereby); and (ii) that any such amendment
shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required
to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Controlling Securities that is required
to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuing Entity agrees, promptly following
a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments,
consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.


 


Section 3.08         Negative
Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:


 


(i)            except
as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or
liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing
Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;


 


(ii)            claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate; or


 


(iii)            (A) permit
the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance
(other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation
of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or
(C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’
or other lien) security interest in the Trust Estate.


 






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Section 3.09         Annual
Statement as to Compliance. The Issuing Entity will deliver to the Indenture Trustee within 120 days after the end of each fiscal
year of the Issuing Entity (commencing with the fiscal year 2022), an Officer’s Certificate stating, as to the Authorized Officer
signing such Officer’s Certificate, that:


 


(i)          a
review of the activities of the Issuing Entity during such year and of its performance under this Indenture has been made under such Authorized
Officer’s supervision; and


 


(ii)          to
the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has complied in all material respects
with all conditions and covenants under this Indenture throughout such year or, if there has been a material default in its compliance
with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.


 


Section 3.10         Issuing
Entity May Consolidate, etc., Only on Certain Terms.


 


(a)            The
Issuing Entity shall not consolidate or merge with or into any other Person, unless:


 


(i)           the
Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of
and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents
on the part of the Issuing Entity to be performed or observed, all as provided herein;


 


(ii)          immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)         the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)         the
Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuing Entity, any Noteholder or
any Certificateholder;


 


(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 






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(vi)        the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).


 


(b)            The
Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person,
unless:


 


(i)           the
Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is
hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of
America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance
or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as
provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred
shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture,
expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under
or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or
if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required
by the Exchange Act in connection with the Notes;


 


(ii)          immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)         the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)        the
Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuing Entity, any Noteholder or
any Certificateholder;


 


(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 


(vi)        the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).


 






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Section 3.11         Successor
or Transferee. Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise
every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been named as the Issuing
Entity herein.


 


(a)            Upon
a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), World Omni Auto
Receivables Trust 2022-D will be released from every covenant and agreement of this Indenture to be observed or performed on the part
of the Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that
World Omni Auto Receivables Trust 2022-D is to be so released.


 


Section 3.12         No
Other Business. The Issuing Entity shall not engage in any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto. After the Closing
Date, the Issuing Entity shall not fund the purchase of any new Contracts.


 


Section 3.13         No
Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness.


 


Section 3.14         Servicer’s
Obligations. The Issuing Entity shall use all reasonable efforts to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and
5.07(b) and Article IX of the Sale and Servicing Agreement.


 


Section 3.15         Guarantees,
Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuing Entity
shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution
to, any other Person.


 


Section 3.16         Capital
Expenditures. The Issuing Entity shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


 


Section 3.17         Removal
of Administrator. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such removal.


 


Section 3.18         Restricted
Payments. The Issuing Entity shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuing Entity or otherwise with respect to any ownership or equity interest or security in or of the Issuing Entity or
to the Servicer (except as provided in the Basic Documents), (ii) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however,
that the Issuing Entity may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available
for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and (y) payments to the Indenture Trustee pursuant
to Section 1.01(a)(ii) of the Administration Agreement. The Issuing Entity will not, directly or indirectly, make payments to
or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.


 






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Section 3.19         Notice
of Events of Default. The Issuing Entity shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder and each Servicer Default.


 


Section 3.20         Further
Instruments and Acts. Upon request of the Indenture Trustee or as necessary, the Issuing Entity will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Article IV


 


Satisfaction
and Discharge


 


Section 4.01         Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders
to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and 3.15,
(v) the rights, obligations under this Article IV, and immunities of the Indenture Trustee hereunder (including the rights of
the Indenture Trustee under Section 6.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the
Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes,
when:


 


(A)            either:


 


(1)            all
Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided
in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or


 


(2)            all
Notes not theretofore delivered to the Indenture Trustee for cancellation:


 


(I)            have
become due and payable, or


 


(II)            are
to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption
by the Indenture Trustee in the name, and at the expense, of the Issuing Entity,


 






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and the Issuing Entity, in the case of
(I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee
cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts
are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore
delivered to the Indenture Trustee for cancellation when due to the applicable Final Scheduled Payment Date or Redemption Date (if Notes
shall have been called for redemption pursuant to Section 10.01), as the case may be;


 


(B)            the
Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder; and


 


(C)            the
Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA
or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements
of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Section 4.02         Application
of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent,
as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have
been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies need
not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.


 


Section 4.03         Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon
such Paying Agent shall be released from all further liability with respect to such monies.


 


Article V


 


Remedies


 


Section 5.01         Events
of Default.


 


(a)            “Event
of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and,
subject to Sections 5.01(a)(iv) and (v)  whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


(i)            default
in the payment of any interest on any Note of the Controlling Securities when the same becomes due and payable, and such default shall
continue for a period of five Business Days; or


 






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(ii)           default
in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (A) in accordance
with Sections 3.01 and 8.02(d) to the extent funds are available therefor and (B) on the related Final Scheduled
Payment Date or Redemption Date; or


 


(iii)           material
default in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant
or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation
or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall
continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall
not have been eliminated or otherwise cured, for a period of 90 days after there shall have been given, by registered or certified mail,
to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the Holders of at least 25% of the
Outstanding Amount of the Controlling Securities, a written notice specifying such default or incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of Default hereunder; or


 


(iv)          the
filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial
part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing
Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs,
and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(v)           the
commencement by the Issuing Entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under any
such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the
Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts
as such debts become due, or the taking of any action by the Issuing Entity in furtherance of any of the foregoing.


 






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(b)            The
Issuing Entity shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an
Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under
clause (a)(iii), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.


 


(c)            Notwithstanding
the foregoing, (i) if any delay in or failure of performance referred to in clauses (a)(i) above shall have been caused
by Force Majeure, the five Business Day grace period referred to in such clause (a)(i) shall be extended for an additional
30 days, (ii)  if any delay in or failure of performance referred to under clause (a)(ii) above shall have been caused
by Force Majeure, such failure or delay referred to in such clause (a)(ii) shall not constitute an Event of Default for an
additional 30 days and (iii) if any delay in or failure of performance referred to in clause (a)(iii) shall have been
caused by Force Majeure, the 90 day grace period referred to in such clause (a)(iii) shall be extended for an additional 30
days. Upon the occurrence of any such event, each of the Issuing Entity and the Indenture Trustee, as applicable, shall not be relieved
from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Indenture and the Issuing
Entity or the Indenture Trustee, as applicable, shall provide the Indenture Trustee (if such delay or failure is a result of a delay or
failure by the Issuing Entity), the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by
it, together with a description of its efforts to so perform its obligations.


 


Section 5.02         Acceleration
of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture
Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Securities may declare all
the Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable.


 


At any time after such declaration
of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture
Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding
Amount of the Controlling Securities, by written notice to the Issuing Entity and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:


 


(i)            the
Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay:


 


(A)            all
payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event
of Default giving rise to such acceleration had not occurred; and


 






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(B)            all
sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel; and


 


(ii)            all
Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12.


 


No such rescission shall affect
any subsequent default or impair any right consequent thereto.


 


Section 5.03         Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee.


 


(a)            The
Issuing Entity covenants that if (i) an Event of Default specified in Section 5.01(a)(i) has occurred and is continuing
or (ii) an Event of Default specified in Section 5.01(a)(ii) has occurred and is continuing, the Issuing Entity
will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable
on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall
be legally enforceable, on overdue installments of interest at the rate borne by the Notes and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.


 


(b)            In
case the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to
judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or
decreed to be payable.


 


(c)            If
an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, proceed
to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee may deem
necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.


 


(d)            In
case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors
or property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have
made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:


 


(i)            to
file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such
other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;


 






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(ii)            unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee
or Person performing similar functions in any such Proceedings;


 


(iii)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and


 


(iv)           to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuing Entity, its creditors and its property;


 


and any trustee, receiver, liquidator, custodian
or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee
and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.


 


(e)            Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof
or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar Person.


 


(f)            All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.


 






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(g)            In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it
shall not be necessary to make any Noteholder a party to any such Proceedings.


 


Section 5.04         Remedies;
Priorities.


 


(a)            If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or at the direction of the holders of at least a
majority of the Controlling Securities shall, do one or more of the following (subject to Section 5.05):


 


(i)            institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuing Entity
and any other obligor upon such Notes monies adjudged due;


 


(ii)            institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;


 


(iii)           exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of
the Indenture Trustee and the Holders of the Notes; and


 


(iv)          sell
the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust
Estate following an Event of Default, other than an Event of Default described in Section 5.01(a)(i) or (ii),
unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and
interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment
of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of Holders of not less than 66 2/3% of the Outstanding Amount of the Controlling Securities. In determining
such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of
such proposed action and as to the sufficiency of the Trust Estate for such purpose.


 






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(b)            If
the Indenture Trustee collects any money or property pursuant to this Article V, it shall deposit such money or property to
the Collection Account as Collections to be applied pursuant to Article V of the Sale and Servicing Agreement.


 


The Indenture Trustee may fix
a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the
Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the
amount to be paid.


 


Section 5.05         Optional
Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect
to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining
whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.


 


Section 5.06         Limitation
of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 3.02(c) of
the Sale and Servicing Agreement, unless:


 


(i)            such
Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;


 


(ii)           the
Holders of not less than 25% of the Outstanding Amount of the Controlling Securities have made written request to the Indenture Trustee
to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;


 


(iii)          such
Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
to be incurred in complying with such request;


 


(iv)          the
Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;
and


 


(v)           no
direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of at
least a majority of the Outstanding Amount of the Controlling Securities.


 


It is understood and intended
that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.


 






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Subject to Section 5.06(v),
in the event the Indenture Trustee shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of
the Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater
Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting
or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling
Securities, the Indenture Trustee shall notify the applicable Holders of Notes and request a joint direction regarding what action, if
any, shall be taken, notwithstanding any other provisions of this Indenture.


 


Section 5.07         Unconditional
Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note
on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.


 


Section 5.08         Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject
to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.


 


Section 5.09         Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 5.10         Delay
or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event
of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders,
as the case may be.


 






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Section 5.11         Control
by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Controlling Securities shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes
or exercising any trust or power conferred on the Indenture Trustee; provided that:


 


(i)            such
direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents;


 


(ii)           subject
to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be
by Holders of Notes representing not less than 100% of the Outstanding Amount of the Controlling Securities;


 


(iii)           if
the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount
of the Controlling Securities to sell or liquidate the Trust Estate shall be of no force and effect; and


 


(iv)          the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.


 


Notwithstanding the rights of Noteholders set
forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve
it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.


 


Section 5.12         Waiver
of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of at least a majority of the Outstanding Amount of the Controlling Securities may waive any past Default or Event of
Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect
of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any
such waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.


 


Upon any such waiver, such Default
shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.


 


Section 5.13         Undertaking
for Costs. All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and reasonable expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to
(a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each
case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Securities or (c) any suit instituted by
any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed
in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).


 






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Section 5.14         Waiver
of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuing Entity (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.


 


Section 5.15         Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture
nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).


 


Section 5.16         Performance
and Enforcement of Certain Obligations.


 


(a)            Promptly
following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity shall take all such
lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities,
shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations
to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable,
of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement to the extent
and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling
Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the
Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor
or the Servicer of each of their obligations under the Sale and Servicing Agreement.


 


(b)            If
an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing)
of the Holders of 66 2/3% of the Outstanding Amount of the Controlling Securities shall, exercise all rights, remedies, powers, privileges
and claims of the Issuing Entity against the Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, or
against the Depositor under or in connection with the Receivables Purchase Agreement, including the right or power to take any action
to compel or secure performance or observance by the Depositor or the Servicer, of each of their obligations to the Issuing Entity thereunder
and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables
Purchase Agreement, as the case may be, and any right of the Issuing Entity to take such action shall be suspended.


  






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Article VI


 


The
Indenture Trustee


 


Section 6.01         Duties
of Indenture Trustee.


 


(a)            If
an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(b)            Except
during the continuance of an Event of Default:


 


(i)            the
Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and


 


(ii)            in
the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements
of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished
to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the
requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated
therein).


 


(c)            The
Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)            this
paragraph does not limit the effect of paragraph (b) of this Section 6.01;


 


(ii)           the
Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the
Indenture Trustee was negligent in ascertaining the pertinent facts; and


 






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(iii)            the
Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture.


 


(d)            Every
provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI.


 


(e)            The
Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with
the Issuing Entity.


 


(f)            Money
held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this
Indenture or the Sale and Servicing Agreement.


 


(g)            No
provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds
to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none
of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance
of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.


 


(h)            Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall
be subject to the provisions of this Article VI and to the provisions of the TIA.


 


(i)            The
Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred
to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such
recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien
or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment,
or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the
Collateral.


 


(j)            The
Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be
required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or
breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty
shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in
the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event
has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of
any breach of representation or warranty.


 






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Section 6.02         Rights
of Indenture Trustee.


 


(a)            The
Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document
(including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented
by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or
re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation
or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy
of the information therein.


 


(b)            Before
the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion
of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s
Certificate or Opinion of Counsel.


 


(c)            The
Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part
of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.


 


(d)            The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or
bad faith.


 


(e)            The
Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants,
or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full
and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel, accountant, or expert.


 


(f)            The
Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute,
conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant
to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to
it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel
in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between
Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which
case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and
its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation
and indemnification obligations pursuant to Section 6.07.


 






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(g)            The
Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to
do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable
time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such
cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to
monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention
Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements
or such similar provisions now or hereafter in effect.


 


(h)            The
right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the
Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act.


 


(i)             The
rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder and in each document to which it is a party.


 


(j)             In
no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture
Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


(k)            In
no event shall the Indenture Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including
lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for
the acts or omissions of brokers or dealers.


 


(l)            In
no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate
result of another party’s failure to perform its obligations hereunder.


 


(m)           In
order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties
agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation
as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering
Law.


 






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(n)            Each
Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or
any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect
of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or
not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents
expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or
responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any
related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives
or attorneys-in-fact.


 


(o)            The
Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable
party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen
signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate
until receipt of a superseding certificate.


 


(p)            The
Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably
determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights
of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents.


 


(q)            The
Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent
thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture
or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice
to the contrary at the Corporate Trust Office of the Indenture Trustee.


 


(r)            Knowledge
of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction
and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to
each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within
Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other
division of Wilmington Trust, National Association (and vice versa).


 






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(s)            The
Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee hereunder.


 


Section 6.03         Individual
Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuing Entity or its Affiliates with the same rights it would have if it were not Indenture Trustee.
Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must
comply with Sections 6.11 and 6.12.


 


Section 6.04         Indenture
Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale
of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.


 


Section 6.05         Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall transmit to each Noteholder notice of the Default within 90 days after it obtains such actual knowledge. Except
in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Noteholders.


 


Section 6.06         Reports
by Indenture Trustee. The Indenture Trustee shall make available to each Noteholder such information as may be required to enable
such holder to prepare its federal and state income tax returns. On or before each Payment Date, the Indenture Trustee will post
a copy of the statement or statements provided to the Indenture Trustee by the Servicer pursuant to Section 5.08 of the Sale and
Servicing Agreement with respect to the applicable Payment Date on its internet website promptly following its receipt thereof, for the
benefit of the Noteholders. The Indenture Trustee’s internet website shall initially be located at www.wilmingtontrustconnect.com.
Assistance in using the website can be obtained by calling the Indenture Trustee’s bondholder services group at (866) 829-1928.
The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution more
convenient and/or accessible for such Noteholders, and the Indenture Trustee shall provide on the website timely and adequate notification
to all parties regarding any such change.


 


Section 6.07         Compensation
and Indemnity. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, pay to the
Indenture Trustee from time to time reasonable compensation for its services as agreed in writing. The Indenture Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall, or shall cause the Administrator
to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it in connection with
the administration of this Indenture and performance of its duties hereunder, including costs of collection, in addition to the compensation
for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any
legal counsel to the Indenture Trustee, in connection with the closing of the transactions described in the Basic Documents, shall be
subject to any limitations separately agreed upon before the Closing Date between the Administrator and the Indenture Trustee. The Issuing
Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee against any
and all loss, liability, claim, damage or expense (including reasonable and documented legal fees and expenses and including, without
limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought)
by the Indenture Trustee of any indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection
with the administration of this Indenture and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuing
Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not relieve the Issuing Entity or the Administrator
of its obligations hereunder. The Issuing Entity shall, or shall cause the Administrator to, defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator to, pay the fees and expenses of such
counsel. Neither the Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.


 






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The Issuing Entity’s payment
obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and
the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(a)(iv) or
(v) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11
of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.


 


Section 6.08         Replacement
of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time with thirty days’ prior written notice by so notifying the Issuing Entity. The Indenture Trustee
shall resign following the occurrence of an Event of Default if required by Section 310 of the TIA. The Holders of at least a majority
of the Outstanding Amount of the Controlling Securities may remove the Indenture Trustee by providing 30 days’ prior written notice
to the Indenture Trustee and the Depositor and may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture
Trustee if:


 


(i)            the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)           the
Indenture Trustee is adjudged bankrupt or insolvent;


 


(iii)          a
receiver or other public officer takes charge of the Indenture Trustee or its property; or


 


(iv)          the
Indenture Trustee otherwise becomes incapable of acting as such under the Basic Documents or if acting would result in a violation of
applicable law (including, without limitation, ERISA).


 






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If the Indenture Trustee resigns or is removed
or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein
as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee and notify the Depositor of
such appointment.


 


A successor Indenture Trustee
shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuing Entity and the Depositor. Thereupon
the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all
the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.


 


If a successor Indenture Trustee
does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing
Entity or the Holders of at least a majority of the Outstanding Amount of the Controlling Securities may, at the expense of the Issuing
Entity, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.


 


If the Indenture Trustee fails
to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


 


Notwithstanding the replacement
of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.07
shall continue for the benefit of the retiring Indenture Trustee.


 


Section 6.09         Successor
Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall
be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Depositor (who shall promptly provide
such notice to the Rating Agencies) prior written notice of any such transaction (provided, that if the Indenture Trustee shall
be a public company or a wholly-owned subsidiary of a public company, no earlier than at such time as the Indenture Trustee or such Affiliate
is required to make such information public). Additionally, the Indenture Trustee shall provide the Depositor with written notice of the
consummation of such transaction no later than one (1) Business Day after the effective date of such event, together with the information
reasonably requested by the Depositor in order to comply with its reporting obligations under the Exchange Act with respect to a successor
Indenture Trustee.


 






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In case at the time such successor
or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any
of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder
or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is
anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.


 


Section 6.10         Appointment
of Co-Indenture Trustee or Separate Indenture Trustee.


 


(a)            Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any
part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments
to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of
the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust
Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee
or separate trustee shall be required under Section 6.08 hereof.


 


(b)            Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 


(i)            all
rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised
or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate
or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely
at the direction of the Indenture Trustee;


 


(ii)            no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)           the
Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.


 


(c)            Any
notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer
to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision
of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such
instrument shall be filed with the Indenture Trustee.


 






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(d)            Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.


 


Section 6.11         Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition,
and if the Indenture Trustee shall have time deposits, then such time deposits shall be rated at least A-1 by S&P Global Ratings and
F1 or A by Fitch. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second
sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set
forth in TIA § 310(b)(1) are met. Notwithstanding any other provision herein or any other Basic Document to the contrary,
the Indenture Trustee shall be disqualified, at any time, if acting as such under the Basic Documents would result in a violation of applicable
law (including, without limitation, ERISA).


 


Section 6.12         Preferential
Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated.


 


Section 6.13         Representations
and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which
the Issuing Entity and Noteholders shall rely:


 


(a)            the
Indenture Trustee is a national banking association duly organized, validly existing under the laws of the jurisdiction of its formation;


 


(b)            the
Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary
action to authorize the execution, delivery and performance by it of this Indenture;


 


(c)            the
execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or
regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator,
or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate
charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or
lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant
to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default
or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform
its duties under this Indenture or on the transactions contemplated in this Indenture;


 






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(d)            no
consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required
to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture
Trustee of the Basic Documents; and


 


(e)            this
Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the
Indenture Trustee, enforceable in accordance with its terms.


 


Section 6.14         Communications
Regarding Demands to Repurchase Receivables. The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of
all demands received by a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach
of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request and at the sole cost
and expense of either World Omni or the Depositor, provide (x) notification to World Omni and the Depositor with respect to any actions
taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated
to the Indenture Trustee in respect of any Receivables, and (y) any other records or information related to such demand reasonably
requested by World Omni or the Depositor, as applicable, that is in the Indenture Trustee’s possession and reasonably accessible
to it, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five (5) Business
Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as
applicable. Such notices shall be provided to World Omni and the Depositor at 250 Jim Moran Boulevard, Deerfield Beach, Florida 33442,
Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by
World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree
that the purpose of this Section 6.14 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the
Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).
The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over
time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities
markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith
for delivery of information accessible by the Indenture Trustee under these provisions on the basis of evolving interpretations of the
Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and
all records and any other information reasonably available to it and necessary in the good faith determination of World Omni and the Depositor
to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any
responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB,
and except as required by the express terms of the other Basic Documents, nor shall the Indenture Trustee have any duty or obligation
to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities
in respect of this Indenture.


 






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Article VII


 


Noteholders’
Lists and Reports


 


Section 7.01         Issuing
Entity to Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity will furnish or cause to be furnished to
the Indenture Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after
the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders
of Notes as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 30 days after
receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the
time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such lists shall be required
to be furnished.


 


Section 7.02         Preservation
of Information; Communications to Noteholders; Noteholder Communications with Indenture Trustee; Communications between Noteholders.


 


(a)            The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained
in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders
of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to
it as provided in such Section 7.01 upon receipt of a new list so furnished.


 


(b)            Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under
the Notes.


 


(c)            The
Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).


 


(d)            Noteholder
Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes
are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give
directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner
must provide a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation
such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing
ownership of a Note, upon which the Indenture Trustee may conclusively rely. The Indenture Trustee will not be required to take action
in response to requests, demands or directions of a Noteholder or a Note Owner, unless such Noteholder or Note Owner shall have offered
to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances
and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction, except
with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or
an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances
and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction
shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07.
The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notice, as soon as practicable and in any event
within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or
Note Owners pursuant to Section 7.02(e) or any requests to repurchase a Receivable as the result of a breach of a representation
or warranty pursuant to the Sale and Servicing Agreement.


 






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(e)            Communications
between Noteholders. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented
by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights
under this Indenture or the other Basic Documents may send a written request to the Administrator on behalf of the Issuing Entity or the
Servicer to include information regarding the communication in a Form 10-D to be filed by the Servicer, on behalf of the Issuing
Entity, with the Commission. Each request must include (i) the name of the requesting Noteholder (in the case of any Definitive Note)
or Note Owner (in the case of any Book-Entry Note), (ii) the method by which other Noteholders and Note Owners may contact the requesting
Noteholder or Note Owner and (iii) in the case of a Note Owner, a written certification stating that the Person is a beneficial owner
of a Note, together with at least one form of documentation such as a trade confirmation, an account statement, a letter from a broker
or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively
rely. A Noteholder or Note Owner that delivers a request under this Section 7.02(e) will be deemed to have certified
to the Issuing Entity and the Servicer that its request to communicate with other Noteholders or Note Owners relates solely to a possible
exercise of rights under this Indenture or the other Basic Documents, and will not be used for other purposes. The Issuing Entity will
promptly deliver any such request to the Servicer. On receipt of such a request, the Servicer will include in the Form 10-D filed
by the Issuing Entity with the Commission for the Collection Period in which the request was received (A) a statement that the Issuing
Entity has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders
or Note Owners about a possible exercise of rights under this Indenture or the other Basic Documents, (B) the name of the requesting
Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders
or Note Owners may contact the requesting Noteholder or Note Owner. The Servicer will bear any costs associated with including any such
communication in the Form 10-D and each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, shall be required to agree that such requesting Noteholder or Note Owner will pay any costs associated
with communicating with other Noteholders or Note Owners, and none of the Seller, the Asset Representations Reviewer, the Servicer, the
Depositor, the Issuing Entity, the Administrator, the Indenture Trustee or the Owner Trustee will be responsible for such costs (for the
avoidance of doubt, this sentence shall not limit the Issuing Entity or Administrator’s obligations to the Indenture Trustee pursuant
to Sections 6.02(f) or 7.02(d)).


 






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Section 7.03         Reports
by Issuing Entity.


 


(a)            The
Issuing Entity shall:


 


(i)            file
with the Indenture Trustee, within 15 days after the Issuing Entity is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) that the Issuing Entity may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;


 


(ii)            file
with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission
such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants
of this Indenture as may be required from time to time by such rules and regulations;


 


(iii)            supply
to the Indenture Trustee (and the Indenture Trustee shall transmit to The Depository Trust Company, on behalf of the Noteholders as described
in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant
to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed
from time to time by the Commission; and


 


(iv)            delivery
of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Issuing Entity’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled
to rely exclusively on Officers’ Certificates).


 


(b)            Unless
the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of each year.


 


Section 7.04         Reports
by Indenture Trustee         . If required by TIA § 313(a),
within 60 days after each February 1, beginning with February 1, 2023, the Indenture Trustee shall make available to each Noteholder
as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture
Trustee also shall comply with TIA § 313(b). As required by TIA § 313(d), a copy of each report at the time of its
transmission to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the
Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange or delisted
therefrom.


 


Section 7.05         Noteholder
Demand for Asset Representations Review.


 


(a)            If
the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive
Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of
the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review
Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by
a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such
as a trade confirmation, account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing
ownership of a Note, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes
evidencing at least 5% of the aggregate Outstanding Amount of the Notes as of the date of filing the Form 10-D that disclosed that
the Delinquency Percentage for the related Payment Date exceeds the Delinquency Trigger demand a vote within 90 days of the filing of
such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 7.05(b) below;
provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by World Omni or any of its
Affiliates shall not be included in such calculation.


 






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(b)            Upon
the direction of the requisite Noteholders or Note Owners set forth in Section 7.05(a), the Indenture Trustee shall conduct
a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process (if the Notes are represented
by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Note
Owners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the Servicer, to the extent available
from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners
to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement
that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence a Review and will describe the applicable
voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations
Reviewer should be directed to conduct a Review. The vote will remain open until the 150th day after the filing of the Form 10-D
reporting that the Delinquency Percentage for the related Payment Date exceeds the Delinquency Trigger.


 


(c)            If
Noteholders holding at least 5% of the aggregate Outstanding Amount of the Notes participate in such vote, and Noteholders representing
a majority of the Outstanding Amount of such Notes vote for a Review, the Indenture Trustee will promptly send a Review Notice to the
Asset Representations Reviewer, the Issuing Entity and the Servicer notifying the Asset Representations Reviewer that the Noteholders
have requested the Review.


 


(d)            The
Indenture Trustee shall cooperate with the Asset Representations Reviewer in the event a Review is commenced pursuant to this Section 7.05
and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset
Representations Reviewer in connection with the Review. The Indenture Trustee shall have no obligation to obtain missing information from
any other party or source; provided, however, that the Indenture Trustee shall promptly forward any requests for information
not available to it to the Servicer and the Depositor.


 


(e)            For
the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the
Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to Review
by the Asset Representations Reviewer.


 






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Article VIII


 


Accounts,
Disbursements and Releases


 


Section 8.01         Collection
of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive
and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it
as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter
as provided in Article V.


 


Section 8.02         Trust
Accounts.


 


(a)            On
or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause
the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Trust Accounts (other than the
Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating
that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable.


 


(b)            On
or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name
of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation
clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity.


 


(c)            On
or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s
Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement,
the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note
Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06
and 5.07 of the Sale and Servicing Agreement.


 


(d)            Except
as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall
cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note
Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06
of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal
and interest (including any premium) in the following amounts:


 






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(i)            to
the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based
upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes;


 


(ii)            to
the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes;


 


(iii)            to
the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes;


 


(iv)            to
the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect
of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following
order of priority:


 


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


 


(B)            to
the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount
of such Class, until they are paid in full; then


 


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


 


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


 


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


 


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


 


In addition, on the Final Scheduled
Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance
with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related
Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall
cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full.


 


(e)            In
the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or
shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06
of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes,
all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued
and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated
to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding
Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such
Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to
such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes,
all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C
Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding
Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv),
(v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority
as described above to repay the Outstanding Amount of such Class of Notes in full.


 






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Section 8.03         Benchmark
Determination.


 


(a)            On
each SOFR Adjustment Date, the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to
the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR
Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error,
shall be conclusive and binding on the Noteholders.


 


(b)            If
the Administrator (on behalf of the Issuing Entity) determines prior to the relevant Reference Time that a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement
determined by the Administrator (on behalf of the Issuing Entity) will replace the then-current Benchmark for all purposes relating to
the Class A-2b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator
(on behalf of the Issuing Entity) shall deliver written notice (including by email) to each Rating Agency, the Indenture Trustee and the
Servicer on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator (on behalf of the Issuing Entity) has
determined with respect to the related Interest Accrual Period that there will be a change in the SOFR Rate or the terms related thereto
since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and
its related Benchmark Replacement Date have occurred. The Administrator (on behalf of the Issuing Entity) shall have the right to make
SOFR Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes,
from time to time. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon the receipt of such notice
by the Rating Agencies, the Indenture Trustee and the Servicer, and the inclusion of such information in the Servicer Certificate, this
Indenture and/or any other relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement,
Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX
of this Indenture, or the amendment provisions of any other relevant Basic Document.


 


(c)            All
percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or
0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest
cent (with one-half cent being rounded upwards).


 






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(d)            Any
determination, decision or election that may be made by the Administrator (on behalf of the Issuing Entity) pursuant to this Section 8.03 (or
pursuant to any capitalized term used in this Section 8.03 or in any such capitalized term), including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s
sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any
other party.  None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor, the Depositor
or the Servicer, or their respective Affiliates, will have any liability for any determination made by or on behalf of the Issuing Entity
pursuant to this Section 8.03 (or pursuant to any capitalized term used in this Section 8.03 or in any
such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed
to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Administrator, the Sponsor,
the Depositor and the Servicer, and their respective Affiliates relating to any such determinations.


 


(e)            The
Indenture Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate
(or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence
of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement,
or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select,
determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine
whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.


 


(f)            The
Indenture Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement
as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark,
including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation
the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement
and reasonably required for the performance of such duties. The Indenture Trustee shall be entitled to rely conclusively upon any determination
made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer
or Depositor without independent verification, investigation or inquiry of any kind by the Indenture Trustee.


 


(g)            The
Indenture Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest
rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY
or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay,
error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.


 






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Section 8.04         General
Provisions Regarding Accounts.


 


(a)            So
long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall
be invested in Eligible Investments (as defined in the Sale and Servicing Agreement), as determined solely by the Issuing Entity (or Servicer
on its behalf), and reinvested by the Indenture Trustee subject to the provisions of Section 5.01(b) of the Sale and
Servicing Agreement; provided, that, such funds in the Reserve Account shall be invested in Eligible Investments meeting
the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All income or other gain from investments
of monies deposited in the Trust Accounts shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting
from such investments shall be charged to such account. The Issuing Entity will not direct the Indenture Trustee or the Account Bank to
make any investment of any funds or to sell any investment held in any Trust Account unless the security interest Granted and perfected
in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action
by any Person, and, in connection with any direction to the Indenture Trustee or the Account Bank to make any such investment or sale,
if requested by the Indenture Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to
the Indenture Trustee, to such effect. The Indenture Trustee will make available to the Servicer monthly cash transaction statements which
include detail for all investment transactions effected by the Indenture Trustee hereunder or brokers selected by the Issuing Entity (or
the Servicer on its behalf). Such statements will be delivered via the Indenture Trustee’s online service and paper statements will
be provided only upon request. The Issuing Entity further understands that trade confirmations for securities transactions effected by
the Indenture Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the
applicable broker. Eligible Investments may be purchased by or through an Affiliate of the Indenture Trustee.


 


(b)            Subject
to Section 6.01(c), neither the Indenture Trustee or the Account Bank shall in any way be held liable by reason of any insufficiency
in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the
Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity
as principal obligor and not as trustee, in accordance with their terms.


 


(c)            If
(i) the Issuing Entity (or the Servicer on its behalf) shall have failed to give investment directions for any funds on deposit in
the Trust Accounts to the Indenture Trustee by such time as may be agreed by the Issuing Entity and Indenture Trustee on any Business
Day, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have
been declared due and payable pursuant to Section 5.02 or (iii) such Notes shall have been declared due and payable following
an Event of Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05
as if there had not been such a declaration, then the Indenture Trustee shall, in the case of clauses (ii) and (iii) above,
to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible Investments as specified in
clause (i) of the definition thereof; provided, that, such funds on deposit in the Reserve Account shall be invested
only in Eligible Investments specified in such clause (i) that meet the requirements of §246.4(b)(2) of Regulation RR,
as determined solely by the Servicer, and the Indenture Trustee shall have no obligation to invest or reinvest any funds in the Reserve
Account absent written instruction from the Servicer, or in the case of clause (i) above, invest such funds in accordance with the
most recent investment directions received from the Issuing Entity (or the Servicer on its behalf), or in the absence thereof, or unavailability
of such specified investments, such funds shall remain uninvested.


 






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Section 8.05         Release
of Trust Estate.


 


(a)            Subject
to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.


 


(b)            The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to
the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts; provided, that,
any amounts on deposit in the Reserve Account shall only be distributable to the Depositor following the final distribution to the Certificateholders.
The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.05(b) only upon
receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.01.


 


Section 8.06         Opinion
of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuing Entity to take any
action pursuant to Section 8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require,
as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect
of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the
Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required
to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation,
on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.


 






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Article IX


 


Supplemental
Indentures


 


Section 9.01         Supplemental
Indentures Without Consent of Noteholders.


 


(a)            Without
the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when
authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to
the Indenture Trustee, for any of the following purposes:


 


(i)            to
correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the
lien of this Indenture additional property;


 


(ii)            to
evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption
by any such successor of the covenants of the Issuing Entity herein and in the Notes contained;


 


(iii)            to
add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred
upon the Issuing Entity;


 


(iv)            to
convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;


 


(v)            to
cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other
provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this
Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of
the Servicer, shall not adversely affect the interests of the Holders of the Notes;


 


(vi)            to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or
change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Article VI;


 


(vii)            to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this
Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may
be expressly required by the TIA;


 






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(viii)            to
correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or


 


(ix)            to
further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385
of the Code.


 


The Indenture Trustee is hereby
authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations
that may be therein contained.


 


(b)            The
Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders
of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under
this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s
Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder.


 


(c)            Notwithstanding
anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset
Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the
Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental
indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.


 


Section 9.02         Supplemental
Indentures with Consent of Noteholders.


 


(a)            The
Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies
and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders
delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner
the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:


 


(i)            change
the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate
thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections
on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment
where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement
of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);


 






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(ii)            reduce
the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences provided for in this Indenture;


 


(iii)            modify
or alter the provisions of the proviso to the definition of the term “Outstanding”;


 


(iv)            reduce
the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing
Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;


 


(v)            modify
any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions
of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected
thereby;


 


(vi)            modify
any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal
due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the
rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;


 


(vii)            permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate
or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto
or deprive the Holder of any Note of the security provided by the lien of this Indenture; or


 


(viii)            except
as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully
pay the Notes.


 


(b)            The
Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not
any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes,
whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination
made in good faith.


 


(c)            It
shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.


 






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(d)            Promptly
after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


Section 9.03         Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by
this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be provided with
and, subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent under this Indenture for
the execution of the supplemental indenture have been complied with. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture
or otherwise.


 


Section 9.04         Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing
Entity and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


Section 9.05         Conformity
with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under
the Trust Indenture Act.


 


Section 9.06         Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes
so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared
and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 


Article X


 


Redemption
of Notes


 


Section 10.01         Redemption.
The outstanding Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of
the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the Owner Trust Estate pursuant
to said Section 9.01(a), for a purchase price equal to the Redemption Price; provided that the Issuing Entity has available funds
sufficient to pay the Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption.
If the outstanding Notes are to be redeemed pursuant to this Section, the Servicer or the Issuing Entity shall furnish notice of such
election to the Indenture Trustee not later than the close of business on the first business day of the month in which the Redemption
Date occurs, and the Issuing Entity shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture
Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable
on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.


 






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Section 10.02         Form of
Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage
prepaid, by facsimile mailed or transmitted, by e-mail transmission or by transmission to the Clearing Agency not later than 10 days prior
to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption
Date, at such Holder’s address, facsimile number or e-mail address appearing in the Note Register.


 


All notices of redemption shall
state:


 


(a)            the
Redemption Date;


 


(b)            the
Redemption Price;


 


(c)            the
place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuing Entity
to be maintained as provided in Section 3.02); and


 


(d)            applicable
 “CUSIP” numbers.


 


Notice of redemption of the
Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption,
or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.


 


Section 10.03         Notes
Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.02,
on the Redemption Date become due and payable at the Redemption Price and (unless the Issuing Entity shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Redemption Price.


 


Article XI


 


Miscellaneous


 


Section 11.01         Compliance
Certificates and Opinions, etc. Upon any application or request by the Issuing Entity to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee (i) an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any,
have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or
opinion need be furnished.


 






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Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)            a
statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions
herein relating thereto;


 


(2)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)            a
statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable
such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)            a
statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.


 


(b)         (i)         Prior
to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release
of any property or securities subject to the lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in
Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of the person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity
of the Collateral or other property or securities to be so deposited.


 


(ii)            Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuing Entity shall also deliver to the Indenture Trustee
an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of
all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the
Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or
more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited,
if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than
one percent of the Outstanding Amount of the Notes.


 






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(iii)            Whenever
any property or securities are to be released from the lien of this Indenture, the Issuing Entity shall also furnish to the Indenture
Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person
the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.


 


(iv)            Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuing Entity shall also furnish to the Indenture Trustee
an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than
property as contemplated by clause (v) below or securities released from the lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals
10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property
or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one
percent of the then Outstanding Amount of the Notes.


 


(v)            Notwithstanding
Section 2.10 or any other provision of this Section, the Issuing Entity may, without compliance with the requirements of the
other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to
the extent permitted or required by the Basic Documents and (B) make cash payments out of the Note Distribution Account as and to
the extent permitted or required by the Basic Documents, so long as the Issuing Entity shall deliver to the Indenture Trustee every six
months, commencing May 15, 2023 (except that if the 15th of any such month is not a Business Day, delivery shall be required by the
immediately following Business Day), an Officer’s Certificate of the Issuing Entity stating that all the dispositions of Collateral
described in clauses (A) or (B) above that occurred during the preceding six calendar months were in the ordinary course
of the Issuing Entity’s business and that the proceeds thereof were applied in accordance with the Basic Documents.


 


Section 11.02         Form of
Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.


 






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Any certificate or opinion of
an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuing Entity or the Administrator,
stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity
or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


 


Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture,
in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate
or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right
of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however,
be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in
any such document as provided in Article VI.


 


Section 11.03         Acts
of Noteholders.


 


(a)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuing Entity. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act
of the Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section.


 


(b)            The
fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.


 


(c)            The
ownership of Notes shall be proved by the Note Register.


 






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(d)            Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of
every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such
Note.


 


Section 11.04         Notices, etc.,
to Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with:


 


(i)            the
Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing (which may be made via e-mail transmission, pdf, facsimile or overnight delivery) to or with the Indenture Trustee
at its Corporate Trust Office, or


 


(ii)            the
Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuing Entity addressed to: World Omni Auto Receivables Trust 2022-D, in care of the Owner Trustee
at its Corporate Trust Office, or at any other address previously furnished in writing to the Indenture Trustee by the Issuing Entity
or the Administrator. The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.


 


Notices required to be given
to the Rating Agencies shall be given to the Depositor, which shall promptly post such notice to the website maintained by the Depositor
for notifications to nationally recognized statistical rating organizations.


 


In addition to the foregoing,
the Indenture Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by e-mail, facsimile
transmission or other similar electronic methods. If a party elects to give the Indenture Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method), the Indenture Trustee’s understanding of such instructions shall be determined in
accordance with Section 6.01(b)(ii). The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction; provided, that the Indenture Trustee will not be relieved
from liability for its own bad faith, negligence or willful misconduct. Except as provided above in this paragraph, the party providing
electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


 


The Issuing Entity’s obligation
to deliver or provide any demand, delivery, notice, communication or instruction to any Person other than a Noteholder shall be satisfied
by the Issuing Entity making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or
such other website or distribution service or provider as the Issuing Entity shall designate by written notice to the other parties.


 






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The Indenture Trustee shall
promptly transmit any notice received by it from the Noteholders or Note Owners to the Issuing Entity, the Administrator and the Servicer
and, if such notice is a Repurchase Request, to World Omni.


 


Section 11.05         Notices
to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if by electronic transmission in writing and mailed, first-class, postage prepaid to each
Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by
mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency
of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed
to have been duly given.


 


Where this Indenture provides
for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.


 


In case, by reason of the suspension
of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any
event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture provides
for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


If the Indenture Trustee receives
a Repurchase Request from a Noteholder or Note Owner and World Omni does not repurchase the Receivable related to such Repurchase Request
within 180 days of the receipt of such Repurchase Request, the Indenture Trustee shall, at the direction of the Administrator, deliver
a notice to the related Noteholder or Note Owner indicating that the repurchase request is unresolved.


 


Section 11.06         Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuing Entity
may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying
Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuing Entity
will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices
to be given in accordance with such agreements.


 






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Section 11.07         Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.


  


The provisions of TIA §§ 310
through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded
by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


Section 11.08         Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 11.09         Successors
and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.


 


Section 11.10         Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.11         Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, and the Noteholders and any other party secured hereunder, and any other Person with an ownership interest
in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. The Asset Representations
Reviewer shall be a third-party beneficiary to this Indenture, but only to the extent that it has any rights specified herein.


 


Section 11.12         Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision
of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal
date.


 


Section 11.13         GOVERNING
LAW; JURISDICTION. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS. THE PARTIES HERETO, EACH NOTEHOLDER BY ITS ACCEPTANCE OF A NOTE, AND EACH NOTE OWNER BY ITS ACCEPTANCE OF AN INTEREST
IN THE APPLICABLE BOOK-ENTRY NOTE OR DEFINITIVE NOTE, HEREBY UNCONDITIONALLY AND IRREVOCABLY SUBMIT TO THE NONEXCLUSIVE GENERAL JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE APPELLATE
COURTS OF ANY THEREOF FOR PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.


 






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Section 11.14         Counterparts;
Electronic Signatures. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same instrument. Each of the parties agree that this
Indenture and any other documents to be delivered in connection herewith may be electronically signed, that any digital or electronic
signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider)
appearing on this Indenture or such other documents are the same as handwritten signatures for the purposes of validity, enforceability
and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Indenture and such other documents
may be made by facsimile, email or other electronic transmission; provided, however, that (i) any documentation with respect to transfer
of the Notes or other securities presented to the Indenture Trustee or any transfer agent must contain original documents with manually
executed signatures and (ii) upon the request of the Indenture Trustee, any electronic signature delivered pursuant to this Section 11.14
shall be followed with a manually executed, original counterpart within a reasonable period of time following such request, to the extent
such manually executed, original counterpart shall be required by applicable law or a regulatory body having supervisory authority over
the Indenture Trustee. The Indenture Trustee shall not be liable for, and shall be indemnified and held harmless pursuant to Section 6.07
of this Indenture against any loss, liability or expense arising out of the use of electronic or digital signatures and electronic methods
of submission with respect to this Agreement, the Basic Documents and any documents or notices delivered to the Indenture Trustee pursuant
to this Agreement or the related documents, including the risk of the Indenture Trustee acting on any unauthorized instructions and the
risk of interception and misuse by third parties.


 


Section 11.15         Recording
of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected
by the Issuing Entity and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture
Trustee under this Indenture.


 


Section 11.16         Trust
Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by
the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and
vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the
Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and
intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability
on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained
herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto
and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy
or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances
shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture
or any other related documents.


 






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No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under
this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee
or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


In the event that a Noteholder
(other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any
assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this
Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against
the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and
hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly
granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the
covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject
to, Section 510(a) of the Bankruptcy Code.


 


Section 11.17         No
Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuing Entity, or join in any institution against the Depositor
or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture
or any of the Basic Documents.


 


Section 11.18         Inspection.
The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing
Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to
make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the
Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall, and shall cause its
representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable
applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that
such disclosure is consistent with its obligations hereunder.


 






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Section 11.19         Waiver
of Jury Trial. EACH OF THE ISSUING ENTITY AND THE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR
THE TRANSACTION CONTEMPLATED HEREBY.


 


Article XII


 


COMPLIANCE
WITH REGULATION AB


 


Section 12.01         Intent
of the Parties; Reasonableness. The Depositor and the Indenture Trustee acknowledge and agree that the purpose of this Article XII
is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in
good faith, or for purposes other than the Depositor’s compliance with the Securities Act, the Securities Exchange Act and the rules and
regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities
Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the
Indenture Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117, 1119
and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture
or any indenture supplement.


 


Section 12.02         Additional
Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent to the Depositor, as of
the date on which information is provided to The Depository Trust Company under Section 6.06 that, except as disclosed in writing
to the Depositor prior to such date to the best of its knowledge, but without independent investigation: (i) neither the execution,
delivery and performance by the Indenture Trustee of this Indenture or any indenture supplement, the performance by the Indenture Trustee
of its obligations under this Indenture or any indenture supplement nor the consummation of any of the transactions by the Indenture Trustee
contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease,
license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have
a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any indenture supplement,
or of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or known to be threatened
against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually
or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this
Indenture or any indenture supplement or to perform its obligations under this Indenture or any indenture supplement.


 


Section 12.03         Information
to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture
Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding
the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided,
however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the
information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to
or actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in
writing, such updated information.


 






    68


     


    

 


For so long as the Issuing Entity
is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January,
April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose
of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee
shall not be required to provide such information in the event that there has been no change to the information previously provided by
the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or actual knowledge by the Indenture
Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item
1119 of Regulation AB. Such information shall include, at a minimum:


 


(a)            the
Indenture Trustee’s name and form of organization;


 


(b)            a
description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions
involving receivables of the same type as the Receivables;


 


(c)            a
description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such
parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction:


 


(i)            the
sponsor;


 


(ii)           any
depositor;


 


(iii)          the
issuing entity;


 


(iv)          any
servicer;


 


(v)           any
trustee;


 


(vi)          any
originator;


 


(vii)         any
significant obligor;


 


(viii)        any
enhancement or support provider, including any swap counterparty;


 


(ix)           any
asset representations reviewer; and


 


(x)            any
other material transaction party.


 






    69


     


    

 


In connection with the above-listed
parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction
or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed
during the past two years and that is material to an investor’s understanding of the asset-backed securities.


 


Section 12.04         Regulation
AB Reports by Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee
will, on or before March 1 of each year, beginning March 1, 2023:


 


(i)            deliver
to the Depositor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria specified in Exhibit D
during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture
Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee
shall disclose (whether in such report or separately) to the Depositor whether such material instance of non-compliance relates to the
Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance
of non-compliance), as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified
in Exhibit D or such criteria as mutually agreed upon by the Depositor and the Indenture Trustee.


 


(ii)            deliver
to the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by
the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.


 


(iii)            deliver
to the Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002) on behalf of the Issuing Entity or the Depositor substantially in the form attached hereto as Exhibit E or such form
as mutually agreed upon by the Depositor and the Indenture Trustee.


  






    70


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized,
all as of the day and year first above written.


 


	 	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D,
	 	 
	 	By: U.S. BANK TRUST National Association,
    not in its individual capacity but solely as Owner Trustee
	 	 
	 	By:	               
	 	Name:
	 	Title:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Account Bank
	 	 
	 	By:	 
	 	Name:
	 	Title:




  






    


     


    

 


SCHEDULE A


 


Schedule of Receivables


 


Provided to the Indenture Trustee and Owner Trustee
on the Closing Date


  


Sch. A






    


     


    

 


EXHIBIT A-1


 


[FORM OF CLASS A-1 NOTE]


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................




 


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS A-1 4.426% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which
is $_____ and the denominator of which is $211,980,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of November 16,
2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the October 2023 Payment Date (the
 “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.


 






    Ex. A-1-1


     


    

 


BY ACQUIRING A CLASS A-1
NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT
IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN
 “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY
ENTITY DEEMED TO HOLD ASSETS OF THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE NOTES
(OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has
been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest will be
computed on the basis of the actual number of days in the Interest Accrual Period divided by 360. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. A-1-2


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. A-1-3


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class A-1 4.426% Asset-Backed Notes (herein called the “Class A-1
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class A-1 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions set forth therein.


 


Principal of the Class A-1
Notes will be payable on each Payment Date and, if the Class A-1 Notes have not been paid in full prior to the Class A-1 Final
Scheduled Payment Date, on the Class A-1 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment
Date” means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The
initial Payment Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class A-1 Final Scheduled Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of Notes representing not less than at least a majority of the Outstanding
Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such checks mailed or wire transfers shall be made
to the Person entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
(or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. A-1-4


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. A-1-5


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. A-1-6


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. A-1-7


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*




 


Signature Guaranteed:


 


_____________________________________*


 





 






*                NOTICE: The signature to this assignment
must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other
 “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT A-2a


 


[FORM OF CLASS A-2a NOTE]


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


 


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS A-2a 5.51% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which
is $______ and the denominator of which is $231,840,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of November 16,
2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the March 2026 Payment Date (the
 “Class A-2 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Principal payable with respect to the Class A-2 Notes shall be made pro rata between the Class A-2a Notes
and the Class A-2b Notes. Generally, no payments of principal of the Class A-2 Notes shall be made until the Class A-1
Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which
also contains rules as to construction that shall be applicable herein.


 






    Ex. A-2a-1


     


    

 


BY ACQUIRING A CLASS A-2a
NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT
IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN
 “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY
ENTITY DEEMED TO HOLD ASSETS OF THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE NOTES
(OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or,
for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. A-2a-2


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. A-2a-3


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class A-2a 5.51% Asset-Backed Notes (herein called the “Class A-2a
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class A-2a Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class A-2a
Notes will be payable on each Payment Date and, if the Class A-2a Notes have not been paid in full prior to the Class A-2 Final
Scheduled Payment Date, on the Class A-2 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment
Date” means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The
initial Payment Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class A-2 Final Scheduled Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount
of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Class A-2a Notes shall be made pro rata to the Class A-2a Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such checks mailed or wire transfers shall be made
to the Person entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
(or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. A-2a-4


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class A-2a Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. A-2a-5


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. A-2a-6


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. A-2a-7


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_________________________________


 





 






*               NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT A-2b


 


[FORM OF CLASS A-2b NOTE]


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


  


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS A-2b SOFR RATE PLUS 0.85% ASSET-BACKED
NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which
is $______ and the denominator of which is $125,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-2b Notes pursuant to Section 3.01 of the Indenture dated as of November 16,
2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the March 2026 Payment Date (the
 “Class A-2 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Principal payable with respect to the Class A-2 Notes shall be made pro rata between the Class A-2a Notes
and the Class A-2b Notes. Generally, no payments of principal of the Class A-2 Notes shall be made until the Class A-1
Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which
also contains rules as to construction that shall be applicable herein.


  






    Ex. A-2b-1


     


    

 


BY ACQUIRING A CLASS A-2b
NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT
IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN
 “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY
ENTITY DEEMED TO HOLD ASSETS OF THE FOREGOING OR (IV) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE NOTES
(OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 


The Issuing Entity will pay
interest on this Note at [the rate per annum shown above (provided, that for any Interest Accrual Period for which the sum of the SOFR
Rate plus 0.85% is less than 0.00%, the interest rate shall be deemed to be 0.00%)][a rate based on the Benchmark determined under the
terms of the Indenture, equal to the Benchmark plus [ ]% (but not less than 0.00%)] on each Payment Date until the principal of this Note
is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect
to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01
of the Indenture. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which the
interest has been paid (in the case of the initial Payment Date, from the Closing Date) to but excluding such current Payment Date. Interest
will be computed on the basis of the actual number of days in the Interest Accrual Period divided by 360. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. A-2b-2


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. A-2b-3


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class A-2b SOFR Rate plus 0.85% Asset-Backed Notes (herein called the “Class A-2b
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class A-2b Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class A-2b
Notes will be payable on each Payment Date and, if the Class A-2b Notes have not been paid in full prior to the Class A-2 Final
Scheduled Payment Date, on the Class A-2 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment
Date” means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The
initial Payment Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class A-2 Final Scheduled Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount
of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Class A-2b Notes shall be made pro rata to the Class A-2b Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such checks mailed or wire transfers shall be made
to the Person entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
(or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. A-2b-4


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class A-2b Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


  






    Ex. A-2b-5


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. A-2b-6


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. A-2b-7


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_________________________________


 





 






*                  NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT A-3


 


[FORM OF CLASS A-3 NOTE]


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


  


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS A-3 5.61% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which
is $________ and the denominator of which is $306,860,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the Indenture dated as of November 16,
2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the February 2028 Payment Date (the
 “Class A-3 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Generally, no payments of principal of the Class A-3 Notes shall be made until the Class A-1 and Class A-2
Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which
also contains rules as to construction that shall be applicable herein.


 






    Ex. A-3-1


     


    

 


BY ACQUIRING A CLASS A-3
NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT
IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN
 “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY
ENTITY DEEMED TO HOLD ASSETS OF THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE NOTES
(OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or,
for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. A-3-2


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. A-3-3


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class A-3 5.61% Asset-Backed Notes (herein called the “Class A-3
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class A-3 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class A-3
Notes will be payable on each Payment Date and, if the Class A-3 Notes have not been paid in full prior to the Class A-3 Final
Scheduled Payment Date, on the Class A-3 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment
Date” means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The
initial Payment Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class A-3 Final Scheduled Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount
of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such checks mailed or wire transfers shall be made
to the Person entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
(or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. A-3-4


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. A-3-5


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. A-3-6


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. A-3-7


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_____________________________________*


 





 






*                 NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT A-4


 


[FORM OF CLASS A-4 NOTE]


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


  


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS A-4 5.70% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which
is $______ and the denominator of which is $99,620,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 16,
2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the February 2029 Payment Date (the
 “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2
Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be applicable herein.


 






    Ex. A-4-1


     


    

 


BY ACQUIRING A CLASS A-4
NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT
IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN
 “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY
ENTITY DEEMED TO HOLD ASSETS OF THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE NOTES
(OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or,
for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. A-4-2


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. A-4-3


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class A-4 5.70% Asset-Backed Notes (herein called the “Class A-4
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class A-4 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class A-4
Notes will be payable on each Payment Date and, if the Class A-4 Notes have not been paid in full prior to the Class A-4 Final
Scheduled Payment Date, on the Class A-4 Final Scheduled Payment Date, in an amount described on the face hereof. “Payment
Date” means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The
initial Payment Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class A-4 Final Scheduled Payment Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount
of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such checks mailed or wire transfers shall be made
to the Person entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
(or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. A-4-4


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class A-4 Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. A-4-5


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


  






    Ex. A-4-6


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. A-4-7


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_____________________________________*


 





 






*               NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT B


 


[FORM OF CLASS B NOTE]


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE
UNITED STATES OR ANY FOREIGN SECURITIES LAWS. NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS EITHER
(i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN ACCREDITED
INVESTOR THAT EXECUTES A NOTE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE INDENTURE, TO THE EFFECT THAT IT IS AN ACCREDITED INVESTOR
ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED
INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES
AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER, ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR
AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE ISSUING ENTITY, THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR. EXCEPT
IN THE CASE OF A TRANSFER DESCRIBED IN CLAUSES (i) OR (iii) ABOVE, THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF
COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUING ENTITY, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE DEPOSITOR OR WORLD OMNI
FINANCIAL CORP.) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.


 


UNLESS COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE
SHALL HAVE RENDERED AN OPINION TO THE EFFECT THAT THE CLASS B NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS
INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES, BY ACQUIRING A CLASS B NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A
BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING
THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (1) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF
ERISA THAT IS SUBJECT TO TITLE I OF ERISA, (2) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (3) ANY ENTITY DEEMED TO HOLD
ASSETS OF THE FOREGOING OR (4) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). IF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE HAS
RENDERED AN OPINION TO THE EFFECT THAT THE CLASS B NOTES TO BE SOLD,
PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS INDEBTEDNESS FOR
U.S. FEDERAL INCOME TAX PURPOSES, BY ACQUIRING A CLASS B NOTE, EACH
INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN
SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND
WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES
WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY DEEMED TO HOLD ASSETS OF
THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY
LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE
NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A
NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 






    Ex. B-1


     


    

 


UNLESS COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE
SHALL HAVE RENDERED AN OPINION TO THE EFFECT THAT THE CLASS B NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS
INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES, (1) A SALE, PLEDGE, OR TRANSFER OF THIS CLASS B NOTE MAY ONLY BE MADE
TO ANY PERSON WHO IS A UNITED STATES PERSON (WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE); AND (2) NO SALE, PLEDGE,
OR TRANSFER OF THE CLASS B NOTES SHALL BE MADE (I) TO ANY ONE PERSON IN AN AMOUNT LESS THAN $2,000,000 (OR SUCH OTHER AMOUNT
AS THE DEPOSITOR MAY DETERMINE IN ORDER TO PREVENT THE ISSUING ENTITY FROM BEING TREATED AS A “PUBLICLY TRADED PARTNERSHIP”
UNDER SECTION 7704 OF THE CODE) OR (II) TO A GRANTOR TRUST, S CORPORATION, OR PARTNERSHIP WHERE MORE THAN 50% OF THE VALUE OF
A BENEFICIAL OWNER’S INTEREST IN SUCH PASS-THROUGH ENTITY IS ATTRIBUTABLE TO THE PASS-THROUGH ENTITY’S INTEREST IN THE CLASS B
NOTE, IN EACH CASE, UNLESS (A) AN OPINION OF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR THAT SUCH SALE,
PLEDGE, OR TRANSFER SHALL NOT CAUSE THE ISSUING ENTITY TO BE TREATED AS AN ASSOCIATION (OR PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION
FOR U.S. FEDERAL INCOME TAX PURPOSES SHALL HAVE BEEN DELIVERED TO THE INDENTURE TRUSTEE AND THE DEPOSITOR AND (B) THE DEPOSITOR SHALL
HAVE PROVIDED PRIOR WRITTEN APPROVAL; PROVIDED, HOWEVER, THAT THE RESTRICTIONS IN THIS PARAGRAPH SHALL NOT CONTINUE TO APPLY TO THE CLASS B
NOTES (COVERED BY THE OPINION DESCRIBED IN THIS PARAGRAPH) IN THE EVENT COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR
HAS RENDERED AN OPINION, WITH RESPECT TO THE SALE, PLEDGE OR TRANSFER BY THE DEPOSITOR OR AN AFFILIATE THEREOF, TO THE EFFECT THAT THE
CLASS B NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES. ANY
ATTEMPTED SALE, PLEDGE OR OTHER TRANSFER IN CONTRAVENTION OF THIS PARAGRAPH WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE
TO BE TREATED AS THE OWNER OF THE CLASS B NOTES.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


 






    Ex. B-2


     


    

 


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS B 0.00% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to World Omni Auto Receivables LLC, or registered assigns, the principal
sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $________ and the denominator of which is $30,630,000 by (ii) the aggregate amount, if any, payable from the
Note Distribution Account in respect of principal on the Class B Notes pursuant to Section 3.01 of the Indenture dated
as of November 16, 2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as
indenture trustee (the “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the February 2029
Payment Date (the “Class B Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Generally, no payments of principal of the Class B Notes shall be made until the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes and Class A-4 Notes have been paid in full. Capitalized terms used but not defined herein are defined
in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein.


 






    Ex. B-3


     


    

 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or,
for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


  






    Ex. B-4


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. B-5


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class B 0.00% Asset-Backed Notes (herein called the “Class B
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class B Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class B
Notes will be payable on each Payment Date and, if the Class B Notes have not been paid in full prior to the Class B Final Scheduled
Payment Date, on the Class B Final Scheduled Payment Date, in an amount described on the face hereof. “Payment Date”
means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The initial Payment
Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class B Final Scheduled Payment Date. Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the
Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of
the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or World Omni Auto Receivables
LLC or any of its Affiliates, payments will be made by wire transfer in immediately available funds to the account designated by such
nominee, or World Omni Auto Receivables LLC or any of its Affiliates. Such checks mailed or wire transfers shall be made to the Person
entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable Record Date
without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one
or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds
are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this
Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was
the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment Date,
and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


  






    Ex. B-6


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class B Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. B-7


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. B-8


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. B-9


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_____________________________________*


 





 






*                  NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT C


 


[FORM OF CLASS C NOTE]


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE
UNITED STATES OR ANY FOREIGN SECURITIES LAWS. NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS EITHER
(i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN ACCREDITED
INVESTOR THAT EXECUTES A NOTE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE INDENTURE, TO THE EFFECT THAT IT IS AN ACCREDITED INVESTOR
ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED
INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES
AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER, ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR
AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE ISSUING ENTITY, THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR. EXCEPT
IN THE CASE OF A TRANSFER DESCRIBED IN CLAUSES (i) OR (iii) ABOVE, THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF
COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUING ENTITY, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE DEPOSITOR OR WORLD OMNI
FINANCIAL CORP.) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.


 


UNLESS COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE
SHALL HAVE RENDERED AN OPINION TO THE EFFECT THAT THE CLASS C NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS
INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES, BY ACQUIRING A CLASS C NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A
BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING
THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (1) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF
ERISA THAT IS SUBJECT TO TITLE I OF ERISA, (2) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (3) ANY ENTITY DEEMED TO HOLD
ASSETS OF THE FOREGOING OR (4) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). IF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE HAS
RENDERED AN OPINION TO THE EFFECT THAT THE CLASS C NOTES TO BE SOLD,
PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS INDEBTEDNESS FOR
U.S. FEDERAL INCOME TAX PURPOSES, BY ACQUIRING A CLASS C NOTE, EACH
INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN
SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND
WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES
WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY DEEMED TO HOLD ASSETS OF
THE FOREGOING OR (iv) ANY PLAN OR ARRANGEMENT THAT IS SUBJECT TO ANY
LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE
NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A
NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.


 






    Ex. C-1


     


    

 


UNLESS COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE
SHALL HAVE RENDERED AN OPINION TO THE EFFECT THAT THE CLASS C NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS
INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES, (1) A SALE, PLEDGE, OR TRANSFER OF THIS CLASS C NOTE MAY ONLY BE MADE
TO ANY PERSON WHO IS A UNITED STATES PERSON (WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE); AND (2) NO SALE, PLEDGE,
OR TRANSFER OF THE CLASS C NOTES SHALL BE MADE (I) TO ANY ONE PERSON IN AN AMOUNT LESS THAN $2,000,000 (OR SUCH OTHER AMOUNT
AS THE DEPOSITOR MAY DETERMINE IN ORDER TO PREVENT THE ISSUING ENTITY FROM BEING TREATED AS A “PUBLICLY TRADED PARTNERSHIP”
UNDER SECTION 7704 OF THE CODE) OR (II) TO A GRANTOR TRUST, S CORPORATION, OR PARTNERSHIP WHERE MORE THAN 50% OF THE VALUE OF
A BENEFICIAL OWNER’S INTEREST IN SUCH PASS-THROUGH ENTITY IS ATTRIBUTABLE TO THE PASS-THROUGH ENTITY’S INTEREST IN THE CLASS C
NOTE, IN EACH CASE, UNLESS (A) AN OPINION OF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR THAT SUCH SALE,
PLEDGE, OR TRANSFER SHALL NOT CAUSE THE ISSUING ENTITY TO BE TREATED AS AN ASSOCIATION (OR PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION
FOR U.S. FEDERAL INCOME TAX PURPOSES SHALL HAVE BEEN DELIVERED TO THE INDENTURE TRUSTEE AND THE DEPOSITOR AND (B) THE DEPOSITOR SHALL
HAVE PROVIDED PRIOR WRITTEN APPROVAL; PROVIDED, HOWEVER, THAT THE RESTRICTIONS IN THIS PARAGRAPH SHALL NOT CONTINUE TO APPLY TO THE CLASS C
NOTES (COVERED BY THE OPINION DESCRIBED IN THIS PARAGRAPH) IN THE EVENT COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR
HAS RENDERED AN OPINION, WITH RESPECT TO THE SALE, PLEDGE OR TRANSFER BY THE DEPOSITOR OR AN AFFILIATE THEREOF, TO THE EFFECT THAT THE
CLASS C NOTES TO BE SOLD, PLEDGED, OR TRANSFERRED WILL BE CHARACTERIZED AS INDEBTEDNESS FOR U.S. FEDERAL INCOME TAX PURPOSES. ANY
ATTEMPTED SALE, PLEDGE OR OTHER TRANSFER IN CONTRAVENTION OF THIS PARAGRAPH WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE
TO BE TREATED AS THE OWNER OF THE CLASS C NOTES.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$____________
	 	 
	No.: ___	CUSIP No.: ______
	 	 
	 	ISIN No.:______
	 	 
	 	CINS No.: ....................


 






    Ex. C-2


     


    

 


WORLD OMNI AUTO RECEIVABLES TRUST 2022-D


 


CLASS C 0.00% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2022-D, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to World Omni Auto Receivables LLC, or registered assigns, the principal
sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $________ and the denominator of which is $15,360,000 by (ii) the aggregate amount, if any, payable from the
Note Distribution Account in respect of principal on the Class C Notes pursuant to Section 3.01 of the Indenture dated
as of November 16, 2022 (the “Indenture”), among the Issuing Entity, Wilmington Trust, National Association, as
indenture trustee (the “Indenture Trustee”), and Wilmington Trust, National Association, as account bank; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2029
Payment Date (the “Class C Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Generally, no payments of principal of the Class C Notes shall be made until the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes have been paid in full. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable
herein.


 






    Ex. C-3


     


    

 


The Issuing Entity will pay
interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or,
for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


  


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.


 






    Ex. C-4


     


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D
	 	 
	 	By: U.S. BANK TRUST National
    Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


	Date: ________________	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. C-5


     


    

 


This Note is one of a duly authorized
issue of Notes of the Issuing Entity, designated as its Class C 0.00% Asset-Backed Notes (herein called the “Class C
Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the
Notes. The Class C Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively,
the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture and subject to the subordination provisions therein.


 


Principal of the Class C
Notes will be payable on each Payment Date and, if the Class C Notes have not been paid in full prior to the Class C Final Scheduled
Payment Date, on the Class C Final Scheduled Payment Date, in an amount described on the face hereof. “Payment Date”
means the fifteenth day of each month or, if such day is not a Business Day, the immediately following Business Day. The initial Payment
Date will be December 15, 2022.


 


As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Class C Final Scheduled Payment Date. Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the
Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of
the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.


 


Payments of interest on this
Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check or wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or World Omni Auto Receivables
LLC or any of its Affiliates, payments will be made by wire transfer in immediately available funds to the account designated by such
nominee, or World Omni Auto Receivables LLC or any of its Affiliates. Such checks mailed or wire transfers shall be made to the Person
entitled thereto to the address or designated account of such Person as it appears on the Note Register as of the applicable Record Date
without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one
or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds
are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this
Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was
the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted prior to such Payment Date,
and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of Wilmington, Delaware.


 






    Ex. C-6


     


    

 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class C Interest Rate to the extent lawful.


 


As provided in the Indenture
and subject to certain limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner will not at any time institute against the Depositor, World Omni or the Issuing Entity,
or join in any institution against the Depositor, World Omni or the Issuing Entity of, any involuntary bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


The Issuing Entity has entered
into the Indenture and this Note is issued with the intention that, for U.S. federal, state and local income and franchise tax purposes,
the Notes will be characterized as indebtedness. Each Noteholder, by its acceptance of a Note, and each Note Owner, by its acceptance
of an interest in the applicable Book-Entry Note or Definitive Note, other than, in either case (and with respect solely to Notes owned
by it), a Noteholder or Note Owner that is an entity whose separate existence from the Issuing Entity is disregarded for U.S. federal
income tax purposes, agrees to treat the Notes for U.S. federal, state and local income and franchise tax purposes, as indebtedness.


 






    Ex. C-7


     


    

 


Each Noteholder or Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits
of the Indenture that such Noteholder or Note Owner shall provide to the Person from whom it receives payments on the Notes on behalf
of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments)
or applicable successor form and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee
and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to
withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each
case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or
that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace
such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the
applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note
Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and
signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without
any corresponding gross-up) payable to a Noteholder or Note Owner that fails to comply with the requirements of the preceding sentence.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuing Entity, the
Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity
and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Securities, on behalf of the Holders
of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 






    Ex. C-8


     


    

 


The term “Issuing Entity”
as used in this Note includes any successor to the Issuing Entity under the Indenture.


 


The Issuing Entity is permitted
by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders
of Notes under the Indenture.


 


The Notes are issuable only
in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.


 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust, National Association, in its individual
capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance
hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 






    Ex. C-9


     


    

 


ASSIGNMENT


 


	Social Security or taxpayer I.D. or other identifying number of assignee:
	_______________________________________________
	 
	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
	_______________________________________________
	(name and address of assignee)
	 
	the within Note and all rights thereunder, and
    hereby irrevocably constitutes and appoints ______________________________________________________________, attorney, transfer said
    Note on the books kept for registration thereof, with full power of substitution in the premises.
	 
	Dated:_____________________                _____________________________________*


 


Signature Guaranteed:


 


_____________________________________*


 





 






*                   NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


EXHIBIT D


 


SERVICING CRITERIA FOR INDENTURE TRUSTEE’S
ASSESSMENT OF COMPLIANCE


 


The assessment of compliance to be delivered by
the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:


 


	Reference	Servicing Criteria	Applicable 

Servicing Criteria
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.	 
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	 
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Indenture Trustee
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Indenture Trustee
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Indenture Trustee



 






    Ex. D-1


     


    

 


	Reference	Servicing Criteria	Applicable 

Servicing Criteria
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	 
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	 
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Indenture Trustee
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Indenture Trustee
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Indenture Trustee
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related asset pool documents.	 
	1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements	 
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 



 






    Ex. D-2


     


    

 





	Reference	Servicing Criteria	Applicable 

Servicing Criteria
	1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	 
	1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	 



 






    Ex. D-3


     


    

 





	Reference	Servicing Criteria	Applicable 

Servicing Criteria
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 



 






    Ex. D-4


     


    

 


EXHIBIT E


 


FORM OF INDENTURE TRUSTEE’S ANNUAL
CERTIFICATION


 


	RE:	WORLD OMNI AUTO RECEIVABLES TRUST 2022-D




 


Wilmington Trust, National
Association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to
World Omni Auto Receivables LLC (the “Depositor”), and its officers, with the knowledge and intent that they will rely
upon this certification, that:


 


		1.	It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance
with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item
1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
Report”) that were delivered by the Indenture Trustee to the Depositor pursuant to the Indenture, dated as of November 16,
2022, by and between the Indenture Trustee and World Omni Auto Receivables Trust 2022-D (collectively, the “Indenture Trustee
Information”);



 


		2.	To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information;



 


		3.	To the best of its knowledge, all of the Indenture Trustee Information required to be provided by the
Indenture Trustee under the Agreement has been provided to the Depositor; and



 


		4.	To the best of its knowledge, except as disclosed in the Servicing Assessment or the Attestation Report,
the Indenture Trustee has fulfilled its obligations under the Agreement in all material respects.



 


	 	WILMINGTON TRUST, National Association,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:




 


Date: _________________________


 






    Ex. E-1


     


    

 


EXHIBIT F


 


FORM OF TRANSFEROR CERTIFICATE


 


 


[DATE]


 


Wilmington Trust, National Association


Rodney Square North


1100 North Market Street


Wilmington, DE 19890-0001


Attention: Corporate Trust Administration


 


World Omni Auto Receivables LLC


250 Jim Moran Boulevard


Deerfield Beach, FL 33442


 


World Omni Auto Receivables Trust 2022-D


c/o U.S. Bank Trust National Association


1011 Centre Road


Suite 203


Wilmington, DE 19805


Attention: Corporate Trust Services, WOART 2022-D


 


Re:         World
Omni Auto Receivables Trust 2022-D Class [ ] Notes


 


Ladies and Gentlemen:


 


In connection with our disposition
of the above-referenced Class ___ Notes (the “Class [___] Notes”) we certify that (a) we understand
that the Class ___ Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), and
are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (b) we have not offered
or sold any Class ___ Notes to, or solicited offers to buy any Class ___ Notes from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act.


 


	 	Very truly yours,
	 	 
	 	[NAME OF TRANSFEROR]
	 	 
	 	By:	 
	 	 	Authorized Officer




 






    Ex. F-1


     


    

 


EXHIBIT G


 


FORM OF INVESTMENT LETTER


 


Wilmington Trust, National Association


Rodney Square North


1100 North Market Street


Wilmington, DE 19890-0001


Attention: Corporate Trust Administration


 


World Omni Auto Receivables LLC


250 Jim Moran Boulevard


Deerfield Beach, FL 33442


 


World Omni Auto Receivables Trust 2022-D


c/o U.S. Bank Trust National Association


1011 Centre Road


Suite 203


Wilmington, DE 19805


Attention: Corporate Trust Services, WOART 2022-D


 


Ladies and Gentlemen:


 


In connection with our proposed
purchase of Class ___ Notes (the “Class ___ Notes”) of World Omni Auto Receivables Trust 2022-D (the “Issuing
Entity”), we confirm that:


 


1.            We
understand that the Class ___ Notes have not been registered under the Securities Act of 1933, as amended (the “1933 Act”),
and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, (x) that such Class ___ Notes are being offered only in a transaction not involving
any public offering within the meaning of the 1933 Act and (y) that such Class ___ Notes may be resold, pledged or transferred
only (i) to World Omni Auto Receivables LLC (“WOAR”), (ii) to an “accredited investor” as defined
in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act (an “Accredited Investor”) acting for its
own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless
the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form hereof, (iii) so long
as such Class ___ Note is eligible for resale pursuant to Rule 144A under the 1933 Act (“Rule 144A”), to a
person whom we reasonably believe after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting
for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified
institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or
(iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the 1933 Act,
in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture
Trustee and WOAR in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the
Indenture Trustee and WOAR. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee
shall require that a written opinion of counsel (which will not be at the expense of WOAR, any Affiliate of WOAR or the Indenture Trustee),
satisfactory to the Indenture Trustee and WOAR, be delivered to the Indenture Trustee and WOAR to the effect that such transfer will not
violate the 1933 Act, and will be effected in accordance with any applicable securities laws of each state of the United States. We will
notify any purchaser of the Class ___ Notes from us of the above resale restrictions, if then applicable. We further understand that
in connection with any transfer of the Class ___ Notes by us that the Indenture Trustee and WOAR may request, and if so requested
we will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with
the foregoing restrictions.


 






    Ex. G-1


     


    

 


2.            [CHECK
ONE]


 


	 ̈	(a)            We are an Accredited Investor acting for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless we are a bank acting in its fiduciary capacity).  We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Class ___ Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment for an indefinite period of time.  We are acquiring the Class ___ Notes or investment and not with a view to, or for offer and sale in connection with, a public distribution.
	 	 
	 ̈	(b)            We are a “qualified institutional buyer” as defined under Rule 144A under the 1933 Act and are acquiring the Class ___ Notes for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”).  We are familiar with Rule 144A under the 1933 Act and are aware that the seller of the Class ___ Notes and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the 1933 Act provided by Rule 144A.


 


3.            If
counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that the Class ___ Notes to be transferred will
be characterized as indebtedness for U.S. federal income tax purposes, either (i) we are not and will not be and are not acting on
behalf of or acquiring the Class ___ Notes with the assets of any person that is or will be (A) an “employee benefit plan”
as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that
is subject to Title I of ERISA, (B) a “plan” described in Section 4975(e)(1) of the Code that is subject
to Section 4975 of the Code, (C) an entity deemed to hold assets of the foregoing or (D) any plan or arrangement that
is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”)
(each, a “Plan”) or (ii) our acquisition and holding of the Class ___ Notes (or any interest therein) will
not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of
Similar Law. We hereby acknowledge that no transfer of any Class ___ Note shall be permitted to be made to any transferee unless
either (i) such transferee is not acquiring the Class ___ Note with the assets of any Plan or (ii) the acquisition and
holding of such Class ___ Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or a violation of Similar Law.


 






    Ex. G-2


     


    

 


4.            Unless
counsel satisfactory to the Indenture Trustee shall have rendered an opinion to the effect that the Class ___ Notes to be transferred
will be characterized as indebtedness for U.S. federal income tax purposes, we represent (i) that we are a United States person (within
the meaning of Section 7701(a)(30) of the Code) and (ii) that we are not acquiring the Class __ Notes with the assets of
any Plan; and we acknowledge that unless the Indenture Trustee shall have received such an opinion, no transfer of any Class ___
Note shall be permitted to be made to any person who is not a United States person or who acquires such Class __ Notes with the assets
of any Plan and any such purported transfer in violation of these restrictions shall be null and void.


 


5.            Unless
counsel satisfactory to the Indenture Trustee shall have rendered an opinion either (i) to the effect that the Class ___ Notes
to be transferred will be characterized as indebtedness for U.S. federal income tax purposes, or if such opinion is not rendered, (ii) to
the effect that the transfer of the Class ___ Notes will not cause the Issuing Entity to be treated as an association (or publicly
traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes and the Depositor shall have provided
prior written approval, we understand that no sale, pledge, or transfer of the Class ___ Note shall be made to any one person in
an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being
treated as a “publicly traded partnership” under Section 7704 of the Code).


 


6.            Unless
counsel satisfactory to the Indenture Trustee shall have rendered an opinion either (i) to the effect that the Class ___ Notes
to be transferred will be characterized as indebtedness for U.S. federal income tax purposes, or if such opinion is not rendered, (ii) to
the effect that the transfer of the Class ___ Notes will not cause the Issuing Entity to be treated as an association (or publicly
traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes and the Depositor shall have provided
prior written approval, we represent that we are not a grantor trust, S corporation, or partnership (as determined, in each case, for
U.S. federal income tax purposes) (“Pass-through Entity”) where more than 50% of the value of any beneficial owner’s
interest in such Pass-through Entity is attributable to the Pass-through Entity’s interest in the Class ___ Notes and any such
purported transfer in violation of this restriction shall be null and void.


 


7.            We
understand that the Issuing Entity, the Indenture Trustee, WOAR and others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made
by us by our purchase of the Class ___ Notes, for our own account or for one or more accounts as to each of which we exercise sole
investment discretion, are no longer accurate, we shall promptly notify WOAR.


 






    Ex. G-3


     


    

 


8.            You
are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	[NAME OF PURCHASER]
	 	 
	 	By:	              
	 	Name:
	 	Title:
	 	 
	 	Date:	 




  






    Ex. G-4