Indenture



 Exhibit 4.2 
  
 Execution Copy 
  

 INDENTURE 
  
 between 
  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, 
 as Issuer 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Indenture Trustee 
  
 Dated as
of February 1, 2005 

  









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE I
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 Section 1.01
	  	Definitions	  	2
	 Section 1.02
	  	Incorporation by Reference of Trust Indenture Act	  	2
	
	ARTICLE II
	
	THE NOTES
			
	 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 Class B Notes	  	4
	 Section 2.05
	  	Registration; Registration of Transfer and Exchange	  	6
	 Section 2.06
	  	Mutilated, Destroyed, Lost or Stolen Notes	  	7
	 Section 2.07
	  	Persons Deemed Owner	  	7
	 Section 2.08
	  	Payment of Principal and Interest; Defaulted Interest	  	8
	 Section 2.09
	  	Cancellation	  	10
	 Section 2.10
	  	Release of Collateral	  	10
	 Section 2.11
	  	Book-Entry Notes	  	10
	 Section 2.12
	  	Notices to Clearing Agency	  	11
	 Section 2.13
	  	Definitive Notes	  	11
	 Section 2.14
	  	Tax Treatment	  	11
	
	ARTICLE III
	
	COVENANTS
			
	 Section 3.01
	  	Payment of Principal and Interest	  	12
	 Section 3.02
	  	Maintenance of Office or Agency	  	12
	 Section 3.03
	  	Money for Payments to Be Held in Trust	  	12
	 Section 3.04
	  	Existence	  	14
	 Section 3.05
	  	Protection of Trust Estate	  	14
	 Section 3.06
	  	Opinions as to Trust Estate	  	14
	 Section 3.07
	  	Performance of Obligations; Servicing of Receivables	  	15
	 Section 3.08
	  	Negative Covenants	  	17
	 Section 3.09
	  	Annual Statement as to Compliance	  	18
	 Section 3.10
	  	Issuer May Consolidate, etc., Only on Certain Terms	  	18
	 Section 3.11
	  	Successor or Transferee	  	20

  

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	 Section 3.12
	  	No Other Business	  	20
	 Section 3.13
	  	No Borrowing	  	20
	 Section 3.14
	  	Servicer’s Obligations	  	20
	 Section 3.15
	  	Guarantees, Loans, Advances and Other Liabilities	  	20
	 Section 3.16
	  	Capital Expenditures	  	20
	 Section 3.17
	  	Removal of Administrator	  	20
	 Section 3.18
	  	Restricted Payments	  	20
	 Section 3.19
	  	Notice of Events of Default	  	21
	 Section 3.20
	  	Further Instruments and Acts	  	21
	
	ARTICLE IV
	
	SATISFACTION AND DISCHARGE
			
	 Section 4.01
	  	Satisfaction and Discharge of Indenture	  	21
	 Section 4.02
	  	Application of Trust Money	  	22
	 Section 4.03
	  	Repayment of Monies Held by Paying Agent	  	22
	
	ARTICLE V
	
	REMEDIES
			
	 Section 5.01
	  	Events of Default	  	23
	 Section 5.02
	  	Acceleration of Maturity; Rescission and Annulment	  	24
	 Section 5.03
	  	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	  	25
	 Section 5.04
	  	Remedies; Priorities	  	27
	 Section 5.05
	  	Optional Preservation of the Receivables	  	28
	 Section 5.06
	  	Limitation of Suits	  	28
	 Section 5.07
	  	Unconditional Rights of Noteholders to Receive Principal and Interest	  	29
	 Section 5.08
	  	Restoration of Rights and Remedies	  	29
	 Section 5.09
	  	Rights and Remedies Cumulative	  	29
	 Section 5.10
	  	Delay or Omission Not a Waiver	  	29
	 Section 5.11
	  	Control by Noteholders	  	30
	 Section 5.12
	  	Waiver of Past Defaults	  	30
	 Section 5.13
	  	Undertaking for Costs	  	31
	 Section 5.14
	  	Waiver of Stay or Extension Laws	  	31
	 Section 5.15
	  	Action on Notes	  	31
	 Section 5.16
	  	Performance and Enforcement of Certain Obligations	  	31
	
	ARTICLE VI
	
	THE INDENTURE TRUSTEE
			
	 Section 6.01
	  	Duties of Indenture Trustee	  	32
	 Section 6.02
	  	Rights of Indenture Trustee	  	33

  

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	 Section 6.03
	  	Individual Rights of Indenture Trustee	  	34
	 Section 6.04
	  	Indenture Trustee’s Disclaimer	  	35
	 Section 6.05
	  	Notice of Defaults	  	35
	 Section 6.06
	  	Reports by Indenture Trustee to Holders	  	35
	 Section 6.07
	  	Compensation and Indemnity	  	35
	 Section 6.08
	  	Replacement of Indenture Trustee	  	36
	 Section 6.09
	  	Successor Indenture Trustee by Merger	  	37
	 Section 6.10
	  	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	  	37
	 Section 6.11
	  	Eligibility; Disqualification	  	38
	 Section 6.12
	  	Preferential Collection of Claims Against Issuer	  	38
	 Section 6.13
	  	Representations and Warranties of the Indenture Trustee	  	39
	
	ARTICLE VII
	
	NOTEHOLDERS’ LISTS AND REPORTS
			
	 Section 7.01
	  	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	  	40
	 Section 7.02
	  	Preservation of Information; Communications to Noteholders	  	40
	 Section 7.03
	  	Reports by Issuer	  	40
	 Section 7.04
	  	Reports by Indenture Trustee	  	41
	
	ARTICLE VIII
	
	ACCOUNTS, DISBURSEMENTS AND RELEASES
			
	 Section 8.01
	  	Collection of Money	  	41
	 Section 8.02
	  	Trust Accounts	  	41
	 Section 8.03
	  	General Provisions Regarding Accounts	  	44
	 Section 8.04
	  	Release of Trust Estate	  	44
	 Section 8.05
	  	Opinion of Counsel	  	45
	
	ARTICLE IX
	
	SUPPLEMENTAL INDENTURES
			
	 Section 9.01
	  	Supplemental Indentures Without Consent of Noteholders	  	45
	 Section 9.02
	  	Supplemental Indentures with Consent of Noteholders	  	46
	 Section 9.03
	  	Execution of Supplemental Indentures	  	48
	 Section 9.04
	  	Effect of Supplemental Indenture	  	48
	 Section 9.05
	  	Conformity with Trust Indenture Act	  	48
	 Section 9.06
	  	Reference in Notes to Supplemental Indentures	  	48

  

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	ARTICLE X
	
	REDEMPTION OF NOTES
			
	 Section 10.01
	  	Redemption	  	49
	 Section 10.02
	  	Form of Redemption Notice	  	49
	 Section 10.03
	  	Notes Payable on Redemption Date	  	49
	
	ARTICLE XI
	
	MISCELLANEOUS
			
	 Section 11.01
	  	Compliance Certificates and Opinions, etc.	  	50
	 Section 11.02
	  	Form of Documents Delivered to Indenture Trustee	  	52
	 Section 11.03
	  	Acts of Noteholders	  	53
	 Section 11.04
	  	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	  	53
	 Section 11.05
	  	Notices to Noteholders; Waiver	  	54
	 Section 11.06
	  	Alternate Payment and Notice Provisions	  	54
	 Section 11.07
	  	Conflict with Trust Indenture Act	  	54
	 Section 11.08
	  	Effect of Headings and Table of Contents	  	55
	 Section 11.09
	  	Successors and Assigns	  	55
	 Section 11.10
	  	Severability	  	55
	 Section 11.11
	  	Benefits of Indenture	  	55
	 Section 11.12
	  	Legal Holidays	  	55
	 Section 11.13
	  	GOVERNING LAW	  	55
	 Section 11.14
	  	Counterparts	  	55
	 Section 11.15
	  	Recording of Indenture	  	55
	 Section 11.16
	  	Trust Obligation	  	55
	 Section 11.17
	  	No Petition	  	56
	 Section 11.18
	  	Inspection	  	56

  

					
	 SCHEDULE A
	  	–	  	Schedule of Receivables
			
	 EXHIBIT A-1
	  	–	  	Form of Class A-1 Note
	 EXHIBIT A-2
	  	–	  	Form of Class A-2 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 Transferor Certificate
	 EXHIBIT D
	  	 	  	Form of Investment Letter

  

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 THIS INDENTURE dated as of February 1, 2005 (as it may be amended and supplemented from time to time,
“Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its
individual capacity (the “Indenture Trustee”). 
  
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class A-1 2.78% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 3.25%
Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 3.54% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 3.82% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 3.80% Asset-Backed
Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): 
  
 GRANTING CLAUSE 
  
 The Issuer 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
Issuer’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code
indicating that such Receivables are owned by the Issuer and pledged to the Indenture Trustee) and Subsequent Receivables which will be acquired by the Issuer from time to time during the Funding Period pursuant to the Sales and Servicing Agreement
which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable 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 Issuer 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 Seller, the Servicer or the Issuer; (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 from time to time, including the Reserve
Account Initial Deposit and Reserve Account Subsequent Transfer Deposits, the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the
Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including any Subsequent Transfers SSA Assignment (including the Issuer’s right to cause World Omni,
the Servicer or the Seller to repurchase Receivables from the Issuer 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 (h) 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

  
 ARTICLE I 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.01 Definitions. Certain capitalized terms used in this
Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Sale and Servicing Agreement of even date herewith between the Issuer and World Omni Auto Receivables LLC. 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: 
  
 “Commission” means the Securities and Exchange Commission.

  
 “indenture securities” means the Notes.

  
 “indenture security holder” means a Noteholder.

  
 “indenture to be qualified” means this
Indenture. 
  

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 “indenture trustee” or “institutional trustee” means the Indenture
Trustee. 
  
 “obligor” on the indenture
securities means the Issuer and any other obligor on the indenture securities. 
  
 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-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B
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-2, Exhibit A-3, Exhibit A-4 and Exhibit B,
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-2, Exhibit A-3, Exhibit A-4 and Exhibit B are part of the terms of this Indenture. 
  
 Section 2.02 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer 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 Issuer shall bind the Issuer,
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 Issuer Order authenticate and deliver Class
A-1 Notes for original issue in an aggregate principal amount of $168,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $190,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $252,000,000,
Class A-4 Notes for original issue in an aggregate principal amount of $157,675,000 and Class B Notes for original issue in an aggregate 

  

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principal amount of $32,325,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes
outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. 
  
 Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples thereof. 
  
 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 Issuer may execute, and upon receipt
of an Issuer 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 Issuer 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 Issuer 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 Issuer 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 Class B Notes 
  
 (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless
and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of a Class B 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. 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 Indenture Trustee and WOAR in
writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and Exhibit D (the “Investment Letter”). Except in the case of a transfer as
to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A transaction, there shall also be 

  

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delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities
laws, 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; provided that such opinion of
counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee
designated by any such Noteholder information regarding the Class B 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 Class B
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 not hereby agree to, indemnify the Issuer, 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. 
  
 (b) Transfer of a Class B Note shall not be made to any Person unless the
Indenture Trustee has received (A) a certificate in the form of paragraph 3 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is not (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 the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that the purchase and holding of such Class B
Note will not constitute or result in the assets of the Issuer being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA or Section 4975 of the Code and will not subject the Owner Trustee, the Indenture
Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents; provided, however, that the Indenture Trustee will not require such certificate or opinion in the event that, as a result of a change of law or
otherwise, counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that either (i) the Class B Note should be treated as indebtedness without substantial equity features or (ii) the purchase and holding of a Class B Note
by a Benefit Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Benefit Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the Issuer, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be
null and void and will vest no rights in any purported transferee. 
  
 (c) Transfer of a Class B 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) and who has delivered to the Indenture Trustee a certificate in the form of
paragraph 4 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is a United States Person; provided, however, that the Indenture Trustee will not require such certificate in the
event that counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that the Class B Notes to be transferred will be characterized as indebtedness for United States federal income tax purposes. 
  

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 Section 2.05 Registration; Registration of Transfer and Exchange. The Issuer shall cause to be
kept a register (the “Note Register”) in which the Issuer 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 Issuer 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 Issuer as Note Registrar, the Issuer 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 Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401 of the UCC are met the Issuer 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. 
  
 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 Issuer 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 Issuer, 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 Issuer 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. 
  

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 The preceding provisions of this Section notwithstanding, the Issuer 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. 
  
 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 receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Sections 8-405 and 8-406 of the UCC are met, the Issuer 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 Issuer 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 bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note,
the Issuer 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 bona fide 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 Issuer or the Indenture
Trustee in connection therewith. 
  
 Upon the issuance of any
replacement Note under this Section, the Issuer 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 Issuer, 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 Issuer, the Indenture Trustee and any
agent of the Issuer 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 

  

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and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee
or any agent of the Issuer 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-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue
interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate, respectively, and such interest shall be payable
on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (e), as applicable, subject to Section 3.01. Interest on each Class of Notes (other than the Class A-1 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 will calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. The Issuer 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 Issuer 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 mailed first-class postage prepaid to such Person’s address 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 class
final scheduled Payment Date (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. 
  
 (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(c), subject to Section 3.01 and, if applicable, Section 8.02(f). 
  
 (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 not less than 50% 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(d) 

  

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or Section 8.02(e), as the case may be. 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 Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile 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 Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful
manner. The Issuer 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 Issuer 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 Issuer 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 Issuer may at any time deliver to the Indenture Trustee for
cancellation any Notes previously authenticated and delivered hereunder which the Issuer 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 Issuer shall direct by an Issuer Order that they be returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

  
 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 Issuer Request accompanied by an Officer’s Certificate, 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 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 Issuer. 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; 
  
 (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 

  

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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. 
  
 Section 2.13
Definitive Notes. The Class B Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of the holder 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 or a Servicer Default, Owners of the Book-Entry Notes representing beneficial
interests aggregating at least 50% 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 Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions
of the Clearing Agency. None of the Issuer, 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. 
  
 Section 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes
including federal, state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for all purposes including federal, state and local income and franchise tax purposes as indebtedness. 
  

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 ARTICLE III 
  
 COVENANTS 
  
 Section 3.01 Payment of Principal and Interest. The Issuer 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(c), the Issuer 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-2 Notes, to the Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders and (v) for the benefit of the Class B Notes, to the Class B 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 Issuer to such Noteholder for all purposes of this Indenture. 
  
 Section 3.02 Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. Such office or agency will initially be the Corporate Trust Office, and the Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer 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 Issuer 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 Issuer 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 (b), 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(c), (d), (e), (f) and
(g) shall be made on behalf of the Issuer 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 Issuer
except as provided in this Section. 
  
 On or before the Business
Day preceding each Payment Date and Redemption Date, the Issuer 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. 
  
 The Issuer 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 

  

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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 Issuer (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 Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer 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 Issuer on Issuer Request; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), 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 Issuer 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 Issuer. The Indenture Trustee shall also adopt and employ, at the expense and 

  

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direction of the Issuer, 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). 
  
 Section 3.04
Existence. The Issuer 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 Issuer hereunder is or becomes, organized under the laws of
any other State or of the United States of America, in which case the Issuer 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 Issuer 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 Issuer
hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05. The Issuer hereby authorizes the
filing of such financing statements and ratifies any such financing statements filed prior to the date hereof. 
  
 Section 3.06 Opinions as to Trust Estate. 
  
 (a) On the Closing Date, the Issuer 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 

  

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opinion of such counsel, no such action is necessary to make such lien and security interest effective. 
  
 (b) On or before April 30, in each calendar year, beginning in 2006, the
Issuer 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 Issuer 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 Issuer 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 Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator
to assist the Issuer in performing its duties under this Indenture. 
  
 (c) The Issuer 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 Issuer 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 50% of
the Outstanding Amount of the Controlling Securities. 
  
 (d) If
the Issuer shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if
any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the 

  

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Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure. 
  
 (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. The Indenture Trustee may resign as the Servicer by giving written notice
of such resignation to the Issuer 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 Issuer as provided below. Upon delivery
of any such notice to the Issuer, 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 Issuer 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 Issuer 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 Issuer 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 Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Indenture Trustee shall notify the Issuer 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 Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee or the Holders of at least 50% 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 Basic Documents (except as may be permitted thereby), or waive timely performance or observance by the Servicer or the Seller 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 Issuer 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 Issuer 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 Issuer, 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 

  

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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. 
  
 Section 3.09 Annual Statement as to Compliance.
The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year 2005), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s
Certificate, that: 
  
 (i) a review of the
activities of the Issuer 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 Issuer has complied with all conditions and
covenants under this Indenture throughout such year or, if there has been a 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 Issuer May Consolidate, etc., Only on Certain Terms.

  
 (a) The Issuer shall not consolidate or merge with or into any
other Person, unless: 
  
 (i) the Person (if
other than the Issuer) 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 on
the part of the Issuer 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 Issuer 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 tax consequence to the Issuer, 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 Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such 

  

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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 Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer 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 federal income tax consequence to the Issuer, 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 Issuer 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. (a) Upon any consolidation or merger of the Issuer in
accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture
with the same effect as if such Person had been named as the Issuer herein. 
  
 (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), World Omni Auto Receivables Trust 2005-A will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that World Omni Auto Receivables Trust 2005-A is to be so released.

  
 Section 3.12 No Other Business. The Issuer 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 end of the Funding Period, the
Issuer shall not fund the purchase of any new Contracts. 
  
 Section 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness. 
  
 Section 3.14 Servicer’s Obligations. The Issuer 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
Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer or otherwise with respect to any ownership or equity
interest or security in or of the Issuer 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 Issuer 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 

  

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or the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 1.01(a)(ii) of the Administration Agreement. The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents. 
  
 Section 3.19 Notice of Events of Default. The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder and each default on the part of the Servicer, World Omni or the Seller of its obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement. 
  
 Section 3.20 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer 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 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights
of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) 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 Issuer, 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
Issuer and thereafter repaid to the Issuer 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 
  

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 (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 Issuer, 
  
 and the Issuer, in the case of a. or b. 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 Issuer has paid or caused to be paid
all other sums payable hereunder by the Issuer; and 
  
 (C) the Issuer 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 Issuer, 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. 
  

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 ARTICLE V 
  

REMEDIES 
  
 Section 5.01 Events of Default. “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(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 when the same becomes due and payable, and such default shall continue for a period of five Business Days; provided, however, that until the Outstanding Amount of
the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note shall not by itself constitute an Event of Default hereunder; 
  
 (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(c) to the extent funds are available therefor and (B) on the related Final Scheduled Payment Date; or 
  
 (iii) material default in the observance or performance of
any covenant or agreement of the Issuer 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
Issuer 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 60 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer 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 Issuer 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 Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’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 Issuer 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 Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent
by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, 

  

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trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general
assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing. 
  
 The Issuer 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 (iii), its status and what action the Issuer is taking
or proposes to take with respect thereto. 
  
 Notwithstanding the
foregoing, a delay in or failure of performance referred to under clauses (i) and (ii) above for a period of ten Business Days or referred to under clause (iii) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay
or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer 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 Servicer shall provide the Indenture Trustee, 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 not
less than 50% 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 Issuer (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 50% of the Outstanding Amount of the Controlling Securities, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences if: 
  
 (i) the Issuer 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 
  
 (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 
  

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 (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. The Issuer covenants that if (i) an Event of Default specified in Section 5.01(i) has occurred and is continuing or (ii) an Event of Default specified in Section 5.01(ii) has occurred and is continuing, the
Issuer 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. 
  
 (a) In case the Issuer 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 Issuer or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. 
  
 (b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective 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. 
  
 (c) In case there shall be pending, relative to the Issuer 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 Issuer or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer 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 Issuer, 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. 
  
 (d) 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. 
  
 (e) 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 

  

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and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. 
  
 (f) 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 50% 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 Issuer 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(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
pay out the money or property in the following order or priority: (i) to the Indenture Trustee for amounts due under Section 6.07 and to the Owner Trustee for amounts due under Section 8.02 of the Trust Agreement and (ii) 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 Issuer 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, 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 reasonable indemnity 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 50% 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 

  

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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. 
  
 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 50% 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 in its sole discretion may determine 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 Issuer, 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 50% 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; 
  
 (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 not less than 50% 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 Issuer, 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. 
  

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 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, 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). 
  
 Section 5.14 Waiver of Stay or Extension Laws. The Issuer 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 Issuer (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 Issuer 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 Issuer. 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 Issuer shall take all such lawful action
as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the
Seller 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 Issuer under or in
connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. 
  

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 (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 or by telephone (confirmed in writing promptly thereafter)) 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 Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller 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 Seller or the Servicer, of each of their obligations to the Issuer 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 Issuer to take such action shall be suspended. 
  
 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 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, the Indenture Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
  
 (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 by it pursuant to Section 5.11. 
  
 (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.

  
 (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 Issuer. 
  
 (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 Section and to the provisions of the TIA. 
  
 (i) Subject to the other provisions of this Indenture and the Basic Documents, 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, (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 Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. 
  
 Section 6.02 Rights of Indenture Trustee. 
  
 (a) The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture
Trustee need not investigate any fact or matter stated in the document. 
  

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 (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate 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, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes 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. 
  

(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 reasonable security or indemnity
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. 
  
 (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 discretion against such cost, expense or liability as a
condition to taking any such action. 
  
 (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. 
  
 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 

  

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deal with the Issuer 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 Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer 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 known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. 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 to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to enable such holder to prepare its federal and state income tax returns (including, without limitation, Form 1099, which for the avoidance of doubt, will be filed with
the Internal Revenue Service as may be required by the Internal Revenue Code or regulations thereunder). On each Payment Date, the Indenture Trustee shall send to The Depository Trust Company to distribute in accordance with its procedures 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 such Payment Date. 
  
 Section 6.07 Compensation and Indemnity. The Issuer shall, or shall cause the Administrator to, pay to the Indenture
Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer 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, 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. The Issuer shall, or shall cause the Administrator to, indemnify the Indenture Trustee against any and all
loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly
of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The Issuer shall, or shall cause the
Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer 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 Issuer’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(iv) or (v) with respect to the Issuer, 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 by so notifying the Issuer. The
Indenture Trustee shall resign following the occurrence of an Event of Default if required by Section 3.10 of the TIA. The Indenture Trustee shall bear all costs and expenses of locating and procuring the written acceptance by a qualified
successor Indenture Trustee within 90 days of such Event of Default. The Holders of at least 50% of the Outstanding Amount of the Controlling Securities may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a
successor Indenture Trustee. The Issuer 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. 
  
 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 Issuer shall promptly appoint a successor
Indenture Trustee. 
  
 A successor Indenture Trustee shall deliver
a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. 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 Issuer or the Holders of at least 50% of the Outstanding Amount of the Controlling
Securities may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. 
  

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 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 Issuer’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 Rating Agencies prior written notice of any such transaction. 
  
 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, 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),


  

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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. 
  
 (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 the time deposits of the Indenture Trustee shall be rated at least A-1
by Standard & Poor’s and Prime-1 by Moody’s. 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 Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 

 
 Section 6.12 Preferential Collection of Claims Against Issuer. 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. 

 

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 Section 6.13 Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby
makes the following representations and warranties on which the Issuer and Noteholders shall rely: 
  
 (a) the Indenture Trustee is a banking corporation duly organized, validly existing and in good standing 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; 
  
 (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization,
consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee;

  
 (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; and 
  

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 ARTICLE VII 
  
 NOTEHOLDERS’ LISTS AND REPORTS 
  
 Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer 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 Issuer 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. 
  
 (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 Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). 
  
 Section 7.03 Reports by Issuer. 
  
 (a) The Issuer shall: 
  
 (i) file with the Indenture Trustee, within 15 days after the Issuer 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 Issuer 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 Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
  

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 (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
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 Issuer 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. 
  
 (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer 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, 2006,
the Indenture Trustee shall mail 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). 
  
 A copy of each report at the time of its mailing 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 Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. 
  
 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, the Issuer shall cause the Servicer to
establish and maintain with and in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. 
  
 (b) On or before each Payment Date, Available Funds and any withdrawals from
the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or
before each Payment Date, the Indenture 

  

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Trustee shall make all withdrawals and deposits to the Collection Account, Note Distribution Account, Reserve Account, the Pre-Funding Account and the
Negative Carry Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. 
  
 (c) Except as otherwise provided in paragraphs (d), (e) and (f) below, on each Payment Date and Redemption
Date, the Indenture Trustee shall 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: 

 
 (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 A Notes and the Class B 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 and Class B Notes in the
following order of priority: 
  
 (A) to the Class
A-1 Notes until they are paid in full; 
  
 (B) to
the other Class A Notes, sequentially to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until the Outstanding Amount of each Class is paid in full, the amount required to reduce the Outstanding Amount of the Class A Notes to an
amount equal to the Class A Percentage of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for that Payment Date; and 
  
 (C) to the Class B Notes, the amount required to reduce the Outstanding Amount of the Class B Notes to an amount equal to the Class B
Percentage of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for that Payment Date. 
  
 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, the
Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. 
  

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 (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of
Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall 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 based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B
Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of
any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) 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. 
  
 (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Sections 5.01(iii), (iv) or (v), the Indenture Trustee shall 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 B Notes, all amounts allocated to such Holders in respect
of interest on the Class B Notes; (iii) 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 based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B
Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. 
  
 (f) Subject to Sections 8.02(d) and 8.02(e), in the event that on any Payment Date the Average Net Loss Ratio for the Receivables in the Trust exceeds 4.25%, then on each Payment Date until such Average
Net Loss Ratio is reduced to below 4.25%, the Indenture Trustee shall distribute the funds allocated to the Note Distributable Account pursuant to Section 5.06 of the Sale and Servicing Agreement to pay principal of the Notes to the Holders
of the Class A Notes and then Class B Notes in the following order of priority: to the Class A-1 Notes until paid in full, then to each other class of Class A Notes, in order of earlier maturity, until paid in full, and then to the Class B Notes
until paid in full. 
  
 (g) Subject to Sections 8.02(d) and
8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of
the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), (e), or (f), as applicable. 
  

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 Section 8.03 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 and reinvested by the Indenture Trustee subject to the provisions of Section 5.01(b) of the Sale and Servicing Agreement. 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 Issuer will not direct
the Indenture Trustee 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 to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture
Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. 
  
 (b) Subject to Section 6.01(c), the Indenture Trustee shall not 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 Issuer (or the Servicer) 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 Issuer and Indenture Trustee on any Business Day or (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) if 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, to the fullest extent practicable, invest and reinvest funds in the
Trust Accounts in Eligible Investments (as defined in the Sale and Servicing Agreement) specified in clause (h) of the definition thereof. 
  
 Section 8.04 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


  

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Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, 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 8.05 Opinion of Counsel. The Indenture Trustee shall receive at least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.04(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.

  
 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 Issuer and the Indenture Trustee, when authorized by an Issuer 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 Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; 
  
 (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer; 
  

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 (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; or 
  
 (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. 
  
 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 Issuer and the Indenture Trustee, when authorized by an Issuer 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 and (ii) an Officer’s Certificate of the Servicer
stating that the amendment will not materially and adversely affect the interest of any Noteholder. 
  

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 Section 9.02 Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture
Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the
Issuer 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); 
  
 (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 Issuer 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. 
  

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 The Indenture Trustee may in its discretion determine 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.

  
 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. 
  

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail 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 mail 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 entitled to receive, 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. 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 Issuer 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 Issuer
or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be 

  

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prepared and executed by the Issuer 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 Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the Redemption Price;
provided that the Issuer has available funds sufficient to pay the Redemption Price. The Servicer or the Issuer 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 Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer 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. 
  
 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, or by facsimile mailed or transmitted 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 or facsimile number appearing in the Note Register. 
  
 All notices of redemption shall state: 
  
 (a) the Redemption Date; 
  
 (b) the Redemption Price; and 
  
 (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 Issuer to be
maintained as provided in Section 3.02). 
  
 Notice of
redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. 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 Issuer 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. 
  

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 ARTICLE XI 
  

MISCELLANEOUS 
  
 Section 11.01 Compliance Certificates and Opinions, etc. 
  

(a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer 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. 
  
 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 Issuer 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 Issuer of the Collateral or other property or securities to be so deposited. 
  

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 (ii) Whenever the Issuer 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 Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair
value to the Issuer 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 Issuer, 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 Issuer 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. 
  
 (iii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer shall deliver to the Indenture Trustee every six months, commencing July 15, 2005, an Officer’s Certificate of the Issuer 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 Issuer’s business and that the proceeds thereof were applied in accordance with the Basic
Documents. 
  

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 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.

  
 Any certificate or opinion of an Authorized Officer of the
Issuer 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 Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the
Seller, the Issuer 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 Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’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 Issuer 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. 
  

 -52- 








 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 Issuer. 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 Issuer, 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. 
  
 (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 Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
  
 Section 11.04 Notices, etc., to Indenture Trustee, Issuer 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 Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or 
  
 (ii) the Issuer 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 Issuer addressed to: World Omni Auto Receivables Trust 2005-A, in care of Chase Manhattan Bank USA, National Association, 500
Stanton Christiana Rd., Floor 3 OPS4, Newark, Delaware 19713, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee. 
  
 Notices required to be
given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be by facsimile or in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of Moody’s, at the
following address: Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, 

  

 -53- 








 
New York 10007, and (ii) in the case of Standard & Poor’s, at the following address: Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention of Asset Backed Surveillance Department; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

  
 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 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. 
  
 Section 11.06 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer 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 Issuer 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. 
  
 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 

  

 -54- 








 
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 Issuer 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. 
  
 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. 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. 
  
 Section 11.14 Counterparts. 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. 
  
 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 Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) 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. No recourse may be taken, directly or indirectly, with respect to the obligations of
the Issuer, the Owner Trustee or the Indenture Trustee on the 

  

 -55- 








 
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 Issuer 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 Issuer, 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. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. 
  
 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 Seller or the Issuer, or join in any institution against the Seller or the Issuer 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 Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause
such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’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. 
  

 -56- 








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

			
	WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,
	By:	 	 CHASE MANHATTAN BANK USA,
 NATIONAL ASSOCIATION, not in its
 individual capacity but solely as Owner Trustee,

		
	By:	 	/s/    JOHN J. CASHIN        
	 Name:
	 	John J. Cashin
	 Title:
	 	Vice President


  

			
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, not in its individual capacity but
 solely as Indenture Trustee,

		
	By:	 	/s/    PETER T. BECKER        
	 Name:
	 	Peter T. Becker
	 Title:
	 	Vice President


  









 SCHEDULE A 
  

Schedule of Receivables 
  
 Provided to the Indenture Trustee and Owner Trustee at Closing 
  









 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 ISSUER 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
	  	$168,000,000
		
	 No.:    
	  	CUSIP No.: 98152D BL 4
		
	 	  	ISIN No.: US98152DBL47
		
	 	  	CINS No.:
                          

  
 WORLD OMNI AUTO
RECEIVABLES TRUST 2005-A 
  
 CLASS A-1 2.78% ASSET-BACKED NOTES

  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED AND
SIXTY-EIGHT MILLION DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $168,000,000 and the denominator of which is $168,000,000 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 February 1, 2005 (the “Indenture”), between the Issuer and Deutsche Bank
Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of
the February 2006 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. 
  

 A-1-1 








 The Issuer 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
first 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 Issuer 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. 
  

 A-1-2 








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

											
	 Date: February 1, 2005
	 	 	 	 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,

					
	 	 	 	 	 	 	By:	 	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee,
						
	 	 	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  

									
	 Date: February 1, 2005
	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee,
					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Authorized Signatory


  

 A-1-3 








 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1 2.78%
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 Issuer, 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 and the Class B 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 twelfth day of each month or, if such day is not a Business Day,
the immediately following Business Day. The first Payment Date will be February 14, 2005. 
  
 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 50% 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 mailed 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 shall be mailed to the Person entitled thereto at the address 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 or, if applicable, the Class A-1 Final Scheduled Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered
Holder hereof as of the Record Date preceding such Payment Date or the Class A-1 Final Scheduled Payment Date, as applicable, by notice mailed or transmitted by facsimile prior to such Payment Date or the 

  

 A-1-4 








 
Class A-1 Final Scheduled Payment Date, as applicable, 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 New York. 
  
 The Issuer 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 the 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 Issuer 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 Issuer, 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 Issuer 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 Issuer, 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 Seller, World Omni or the Issuer, or join in any institution against the Seller, World Omni or the Issuer of, any 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. 
  

 A-1-5 








 The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal,
state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for federal, state and local income and franchise tax purposes as indebtedness of the Issuer. 
  
 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer 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 Issuer, 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 Issuer
and the rights of the Holders of the Notes under the Indenture at any time by the Issuer 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 Issuer 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. 
  
 The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture. 
  
 The Issuer 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 Issuer, 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. 
  

 A-1-6 








 Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents,
none of Deutsche Bank Trust Company Americas in its individual capacity, Chase Manhattan Bank USA, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, 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 failure 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
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 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. 

  

 A-1-8 








 EXHIBIT A-2 
  
 [FORM OF CLASS A-2 NOTE] 
  
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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
	  	$190,000,000
		
	 No.:         
	  	CUSIP No.: 98152D BM 2
		
	 	  	ISIN No.: US98152DBM20
		
	 	  	CINS No.:
                            

  
 WORLD OMNI AUTO
RECEIVABLES TRUST 2005-A 
  
 CLASS A-2 3.25% ASSET-BACKED NOTES

  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED AND NINETY MILLION DOLLARS
payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $190,000,000 and the denominator of which is $190,000,000 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 February 1, 2005 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, a New
York banking corporation, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the September 2007 Payment
Date (the “Class A-2 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-2 Notes shall 

  

 A-2-1 








 
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. 
  
 The Issuer 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 first Payment Date, from the Closing Date) to but excluding such current Payment Date. 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 Issuer 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. 
  

 A-2-2 








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

											
	 Date: February 1, 2005
	 	 	 	 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,

					
	 	 	 	 	 	 	By:	 	 CHASE MANHATTAN BANK USA,
 NATIONAL ASSOCIATION, not in its
 individual capacity but solely as Owner Trustee,

						
	 	 	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  

									
	 Date: February 1, 2005
	 	 	 	 DEUTSCHE BANK TRUST COMPANY
 AMERICA, not in its individual capacity but
 solely as Indenture Trustee,

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Authorized Signatory


  

 A-2-3 








 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2 3.25%
Asset-Backed Notes (herein called the “Class A-2 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 Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-2 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 and the Class B 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-2 Notes will be payable on each Payment Date in an amount described on the face hereof.
“Payment Date” means the twelfth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing February 14, 2005. 
  
 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 not less than 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-2 Notes shall be made pro rata to the Class A-2 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 mailed 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 shall be mailed to the Person entitled
thereto at the address 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 Issuer,
will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile 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 

  

 A-2-4 








 
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

  
 The Issuer shall pay interest on overdue installments of
interest at the Class A-2 Interest Rate to the extent lawful. 
  
 As provided in the Indenture and subject to certain limitations set forth therein, 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 Issuer 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 Issuer, 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 Issuer 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 Issuer, 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 Seller, World Omni or the Issuer, or join in any institution against the Seller, World Omni or the Issuer of, any 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 Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a 

  

 A-2-5 








 
Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business
and franchise tax purposes as indebtedness of the Issuer. 
  
 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer 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 Issuer, 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 Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer 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 Issuer 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. 
  
 The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture. 
  
 The Issuer 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 Issuer, 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 Deutsche Bank Trust Company Americas in its individual capacity, Chase Manhattan Bank USA, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, 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 Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 A-2-6 








 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. 

  

 A-2-7 








 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 ISSUER 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
	  	$252,000,000
		
	 No.:    
	  	CUSIP No.: 98152D BN 0
		
	 	  	ISIN No.: US98152DBN03
		
	 	  	CINS No.:
                            

  
 WORLD OMNI AUTO
RECEIVABLES TRUST 2005-A 
  
 CLASS A-3 3.54% ASSET-BACKED NOTES

  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of TWO HUNDRED AND FIFTY-TWO
MILLION DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $252,000,000 and the denominator of which is $252,000,000 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 February 1, 2005 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the
June 2009 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. 
  

 A-3-1 








 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. 
  
 The Issuer
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 first Payment Date, from the Closing Date) to but excluding such current Payment Date. 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 Issuer 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. 
  

 A-3-2 








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

											
	 Date: February 1, 2005
	 	 	 	 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,

					
	 	 	 	 	 	 	By:	 	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee,
						
	 	 	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  

									
	 Date: February 1, 2005
	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee,
					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Authorized Signatory


  

 A-3-3 








 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-3 3.54%
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 Issuer, 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 and the Class B 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 in an amount described on the face hereof.
“Payment Date” means the twelfth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing February 14, 2005. 
  
 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 not less than 50% 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 mailed 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 shall be mailed to the Person entitled
thereto at the address 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 Issuer,
will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile 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 

  

 A-3-4 








 
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

  
 The Issuer 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, 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 Issuer 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 Issuer, 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 Issuer 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 Issuer, 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 Seller, World Omni or the Issuer, or join in any institution against the Seller, World Omni or the Issuer of, any 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 Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a 

  

 A-3-5 








 
Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business
and franchise tax purposes as indebtedness of the Issuer. 
  
 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer 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 Issuer, 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 Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer 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 Issuer 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. 
  
 The term “Issuer” as used in this Note includes any successor to
the Issuer under the Indenture. 
  
 The Issuer 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 Issuer, 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 Deutsche Bank Trust Company Americas in its individual capacity, Chase Manhattan Bank USA, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, 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 Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 A-3-6 








 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. 

  

 A-3-7 








 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 ISSUER 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
	  	$157,675,000
		
	 No.:        
	  	CUSIP No.: 98152D BP 5
		
	 	  	ISIN No.: US98152DBP50
		
	 	  	CINS No.:
                          

  
 WORLD OMNI AUTO
RECEIVABLES TRUST 2005-A 
  
 CLASS A-4 3.82% ASSET-BACKED NOTES

  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED AND
FIFTY-SEVEN MILLION SIX HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $157,675,000 and the denominator of which is
$157,675,000 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 February 1, 2005 (the
“Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of the November 2011 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, Class A-2 and Class A-3 Notes have been paid in full. Capitalized 

  

 A-4-1 








 
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. 
  
 The Issuer 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 first Payment Date, from the Closing Date) to but excluding such current Payment Date. 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 Issuer 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. 
  

 A-4-2 








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

											
	 Date: February 1, 2005
	 	 	 	 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,

					
	 	 	 	 	 	 	By:	 	 CHASE MANHATTAN BANK USA,
 NATIONAL ASSOCIATION, not in its
 individual capacity but solely as Owner Trustee,

						
	 	 	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  

									
	 Date: February 1, 2005
	 	 	 	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, not in
its individual capacity but
 solely as Indenture Trustee,

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Authorized Signatory


  

 A-4-3 








 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-4 3.82%
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 Issuer, 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 and the Class B 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 in an amount described on the face hereof.
“Payment Date” means the twelfth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing February 14, 2005. 
  
 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 not less than 50% 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 mailed 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 shall be mailed to the Person entitled
thereto at the address 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 Issuer,
will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile 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 

  

 A-4-4 








 
principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

  
 The Issuer 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, 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 Issuer 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 Issuer, 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 Issuer 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 Issuer, 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 Seller, World Omni or the Issuer, or join in any institution against the Seller, World Omni or the Issuer of, any 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 Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a 

  

 A-4-5 








 
Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business
and franchise tax purposes as indebtedness of the Issuer. 
  
 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer 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 Issuer, 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 Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer 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 Issuer 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. 
  
 The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture. 
  
 The Issuer 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 Issuer, 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 Deutsche Bank Trust Company Americas in its individual capacity, Chase Manhattan Bank USA, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, 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 Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 A-4-6 








 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. 

  

 A-4-7 








 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 WOAR, (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 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 A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT
BE AT THE EXPENSE OF WOAR, ANY AFFILIATE OF WOAR OR THE INDENTURE TRUSTEE) SATISFACTORY TO WOAR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT. 
  
 THIS CLASS B NOTE WILL NOT BE REGISTERED FOR TRANSFER UNLESS THE INDENTURE TRUSTEE RECEIVES EITHER (1) A REPRESENTATION FROM THE TRANSFEREE
OF SUCH CLASS B NOTE TO THE EFFECT THAT SUCH TRANSFEREE NEITHER IS NOR IS ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH
IS, TO A 

  

 B-1 








 
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A “PLAN”) AND IS NOT USING THE ASSETS OF A PLAN
SUBJECT TO ERISA, THE CODE OR SIMILAR LAW TO INVEST IN THE CLASS B NOTES OR (2) IF THE TRANSFEREE IS A PLAN, OR IS ACTING ON BEHALF OF A PLAN TO INVEST IN THIS CLASS B NOTE, OR IS USING THE ASSETS OF A PLAN TO INVEST IN THIS CLASS B NOTE, AN OPINION
OF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE TO THE EFFECT THAT EITHER (I) THE CLASS B NOTE WOULD BE TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES OR (II) SUCH TRANSFER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
“PLAN ASSETS” OR SUBJECT WORLD OMNI AUTO RECEIVABLES LLC, THE SERVICER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE, TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND
THE ADMINISTRATION AGREEMENT, INCLUDING ANY LIABILITIES ASSESSED FOR “PROHIBITED TRANSACTIONS” UNDER ERISA, THE CODE OR SIMILAR LAW. ANY PURPORTED TRANSFER OF A CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY OF AN OPINION OF
COUNSEL REFERRED TO IN CLAUSE (2) ABOVE SHALL BE VOID AND OF NO EFFECT. 
  
 UNLESS
COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE SHALL HAVE RENDERED AN OPINION TO THE EFFECT THAT THE CLASS B NOTES TO BE TRANSFERRED WILL BE CHARACTERIZED AS INDEBTEDNESS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, NO TRANSFER OF THIS CLASS B NOTE
MAY BE MADE TO ANY PERSON WHO IS NOT A UNITED STATES PERSON (WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE) AND ANY SUCH PURPORTED TRANSFER SHALL BE NULL AND VOID. 
  
 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
	  	$32,325,000
		
	 No.:    
	  	CUSIP No.: 98152D BQ 3
		
	 	  	ISIN No.: US98152DBQ34
		
	 	  	CINS No.:                    

  
 WORLD OMNI AUTO
RECEIVABLES TRUST 2005-A 
  
 CLASS B 3.80% ASSET-BACKED NOTES

  
 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [            ], or
registered assigns, the principal sum of THIRTY-TWO MILLION THREE HUNDRED AND TWENTY FIVE 

  

 B-2 








 
THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $32,325,000
and the denominator of which is $32,325,000 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 February 1, 2005
(the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of the November 2011 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 have been paid in full, and, under certain circumstances until certain principal payments on the Class A-2, Class A-3 and Class A-4 Notes
have been paid 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. 
  
 The Issuer 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 first Payment Date, from the Closing Date) to but excluding such current Payment Date. 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 Issuer 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. 
  

 B-3 








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

													
	Date:	 	 February 1, 2005
	 	 	 	 WORLD OMNI AUTO RECEIVABLES TRUST 2005-A,

						
	 	 	 	 	 	 	 	 	By:	 	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee,
							
	 	 	 	 	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  

													
	Date:	 	 February 1, 2005
	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee,
						
	 	 	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	 	 Authorized Signatory


  









 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B 3.80%
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 Issuer, 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, Class A-4 Notes and the Class B 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 in an amount described on the face hereof.
“Payment Date” means the twelfth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing February 14, 2005. 
  
 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 not less than 50% 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 mailed 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 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 person or nominee. Such checks shall be mailed to the
Person entitled thereto at the address 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 Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile 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 

  

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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 New York. 
  
 The Issuer 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, 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 Issuer 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 Issuer, 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 Issuer 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 Issuer, 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 Seller, World Omni or the Issuer, or join in any institution against the Seller, World Omni or the Issuer 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 Issuer has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate. Each Noteholder (other than World 

  

 B-5 








 
Omni Auto Receivables LLC and its affiliates), by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. 
  
 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer 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 Issuer, 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 Issuer
and the rights of the Holders of the Notes under the Indenture at any time by the Issuer 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 Issuer 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. 
  
 The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture. 
  
 The Issuer 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 Issuer, 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 Deutsche Bank Trust Company Americas in its individual capacity, Chase Manhattan Bank USA, National Association in its individual capacity, any owner of a beneficial interest in the Issuer, 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 Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 
  

 B-6 








 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 TRANSFEROR CERTIFICATE 
  
 [DATE] 
  
 Deutsche Bank Trust Company Americas 
 Trust & Securities Services 
 60 Wall Street 
 26th Floor, MS NYC60-2606 
 New York, New York 10005 
  
 World Omni Auto Receivables LLC 
 190 Jim Moran Boulevard 
 Deerfield Beach, FL 33442 
  

	 	Re:	World Omni Auto Receivables Trust 2005-A Class B Notes 

  
 Ladies and Gentlemen: 
  
 In connection with our disposition of the above-referenced Class B Notes (the “Class B Notes”) we certify that (a) we understand that the
Class B 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 B Notes to, or solicited offers to buy any Class B 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



  

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 EXHIBIT D 
  
 FORM OF INVESTMENT LETTER 
  
 Deutsche Bank Trust Company Americas 
 Trust & Securities Services

 60 Wall Street 
 26th Floor, MS NYC60-2606 
 New York, New York 10005 
  
 World Omni Auto Receivables LLC 
 190 Jim Moran Boulevard 
 Deerfield Beach, FL 33442 
  
 Ladies and
Gentlemen: 
  
 In connection with our proposed purchase of Class B
Notes (the “Class B Notes”) of World Omni Auto Receivables Trust 2005-A (the “Issuer”), we confirm that: 
  
 1. We understand that the Class B 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 B 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 B 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 B 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 B Notes from us of the above resale restrictions, if then applicable. We further understand that in connection
with any transfer of the Class B 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. 
  
 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 B 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 B 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 B 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 B
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. We are not (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 the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) a governmental plan (as defined in Section 3(32) of ERISA) subject to
any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code or (iv) any entity whose underlying assets include plan assets by reason of a plan’s
investment in the entity (each, a “Benefit Plan”), and we hereby acknowledge that no transfer of any Class B Note shall be permitted to be made to any person unless the Indenture Trustee has received (i) a certificate from such
transferee to the effect of the preceding sentence or (ii) an opinion of counsel satisfactory to the Indenture Trustee to the effect that either (A) the Class B Notes will be treated as indebtedness without substantial equity features or (B) the
purchase and holding of any such Class B Note will not constitute or result in the assets of the Trust being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code and will not
subject the Owner Trustee, the Indenture Trustee, WOAR, or World Omni Financial Corp. to any obligation in addition to those undertaken in the 

  

 B-9 








 
Basic Documents with respect to the Class B Notes (provided, however, that we make no such representation and the Indenture Trustee will not require such
certificate or opinion in the event that, as a result of change of law or otherwise, counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that either (i) the Class B Note will be treated as indebtedness without
substantial equity features or (ii) the purchase and holding of any such Class B Note by a Benefit Plan or a Person that is purchasing or holding any such Class B Note with the assets of a Benefit Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code). 
  
 4. Unless counsel satisfactory to the Indenture Trustee shall have rendered an opinion to the effect that the Class B Notes to be transferred will be characterized as indebtedness for United States federal income tax purposes, we represent
that we are a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code), and acknowledge that unless the Indenture Trustee shall have received such an opinion, no transfer of any Class B Note shall be permitted to
be made to any person who is not a United States Person and any such purported transfer in violation of these restrictions shall be null and void. 
  
 5. We understand that 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 B 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. 
  
 6. 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:
	 	 


  

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