EXECUTION VERSION


 





 



 


INDENTURE


 


between


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A,


as Issuing Entity


 


and


 


UNION BANK, N.A.


as Indenture Trustee


 


Dated as of April 23, 2014


 





 



 




    	 



    	 



    

 


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 Notes	 	5
	Section 2.05	 	Registration; Registration of Transfer and Exchange	 	7
	Section 2.06	 	Mutilated, Destroyed, Lost or Stolen Notes	 	9
	Section 2.07	 	Persons Deemed Owner	 	9
	Section 2.08	 	Payment of Principal and Interest; Defaulted Interest	 	10
	Section 2.09	 	Cancellation	 	11
	Section 2.10	 	Release of Collateral	 	11
	Section 2.11	 	Book-Entry Notes	 	11
	Section 2.12	 	Notices to Clearing Agency	 	12
	Section 2.13	 	Definitive Notes	 	12
	Section 2.14	 	Tax Treatment	 	13
	Section 2.15	 	CUSIP Numbers	 	13
	 	 	 	 	 
	ARTICLE III
	 	 	 
	Covenants
	 	 	 	 	 
	Section 3.01	 	Payment of Principal and Interest	 	13
	Section 3.02	 	Maintenance of Office or Agency	 	14
	Section 3.03	 	Money for Payments to Be Held in Trust	 	14
	Section 3.04	 	Existence	 	15
	Section 3.05	 	Protection of Trust Estate	 	16
	Section 3.06	 	Opinions as to Trust Estate	 	16
	Section 3.07	 	Performance of Obligations; Servicing of Receivables	 	17
	Section 3.08	 	Negative Covenants	 	19
	Section 3.09	 	Annual Statement as to Compliance	 	19
	Section 3.10	 	Issuing Entity May Consolidate, etc., Only on Certain Terms	 	20


 




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	Section 3.11	 	Successor or Transferee.	 	21
	Section 3.12	 	No Other Business	 	22
	Section 3.13	 	No Borrowing	 	22
	Section 3.14	 	Servicer’s Obligations	 	22
	Section 3.15	 	Guarantees, Loans, Advances and Other Liabilities	 	22
	Section 3.16	 	Capital Expenditures	 	22
	Section 3.17	 	Removal of Administrator	 	22
	Section 3.18	 	Restricted Payments	 	22
	Section 3.19	 	Notice of Events of Default	 	23
	Section 3.20	 	Further Instruments and Acts	 	23
	 	 	 	 	 
	ARTICLE IV
	 	 	 
	Satisfaction and Discharge
	 	 	 	 	 
	Section 4.01	 	Satisfaction and Discharge of Indenture	 	23
	Section 4.02	 	Application of Trust Money	 	24
	Section 4.03	 	Repayment of Monies Held by Paying Agent	 	24
	 	 	 	 	 
	ARTICLE V
	 	 	 
	Remedies
	 	 	 	 	 
	Section 5.01	 	Events of Default	 	25
	Section 5.02	 	Acceleration of Maturity; Rescission and Annulment	 	26
	Section 5.03	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	 	27
	Section 5.04	 	Remedies; Priorities	 	29
	Section 5.05	 	Optional Preservation of the Receivables	 	30
	Section 5.06	 	Limitation of Suits	 	30
	Section 5.07	 	Unconditional Rights of Noteholders to Receive Principal and Interest	 	31
	Section 5.08	 	Restoration of Rights and Remedies	 	31
	Section 5.09	 	Rights and Remedies Cumulative	 	32
	Section 5.10	 	Delay or Omission Not a Waiver	 	32
	Section 5.11	 	Control by Noteholders	 	32
	Section 5.12	 	Waiver of Past Defaults	 	32
	Section 5.13	 	Undertaking for Costs	 	33
	Section 5.14	 	Waiver of Stay or Extension Laws	 	33
	Section 5.15	 	Action on Notes	 	33
	Section 5.16	 	Performance and Enforcement of Certain Obligations	 	34


 




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	ARTICLE VI
	 	 	 
	The Indenture Trustee
	 	 	 	 	 
	Section 6.01	 	Duties of Indenture Trustee	 	34
	Section 6.02	 	Rights of Indenture Trustee	 	36
	Section 6.03	 	Individual Rights of Indenture Trustee	 	38
	Section 6.04	 	Indenture Trustee’s Disclaimer	 	38
	Section 6.05	 	Notice of Defaults	 	38
	Section 6.06	 	Reports by Indenture Trustee	 	38
	Section 6.07	 	Compensation and Indemnity	 	38
	Section 6.08	 	Replacement of Indenture Trustee	 	39
	Section 6.09	 	Successor Indenture Trustee by Merger	 	40
	Section 6.10	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	 	41
	Section 6.11	 	Eligibility; Disqualification	 	42
	Section 6.12	 	Preferential Collection of Claims Against Issuing Entity	 	42
	Section 6.13	 	Representations and Warranties of the Indenture Trustee	 	42
	Section 6.14	 	Communications Regarding Demands to Repurchase Receivables	 	43
	 	 	 	 	 
	ARTICLE VII
	 	 	 
	Noteholders’ Lists and Reports
	 	 	 	 	 
	Section 7.01	 	Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders	 	44
	Section 7.02	 	Preservation of Information; Communications to Noteholders	 	44
	Section 7.03	 	Reports by Issuing Entity	 	44
	Section 7.04	 	Reports by Indenture Trustee	 	45
	 	 	 	 	 
	ARTICLE VIII
	 	 	 
	Accounts, Disbursements and Releases
	 	 	 	 	 
	Section 8.01	 	Collection of Money	 	45
	Section 8.02	 	Trust Accounts	 	46
	Section 8.03	 	General Provisions Regarding Accounts	 	48
	Section 8.04	 	Release of Trust Estate	 	48
	Section 8.05	 	Opinion of Counsel	 	49
	 	 	 	 	 
	ARTICLE IX
	 	 	 
	Supplemental Indentures
	 	 	 	 	 
	Section 9.01	 	Supplemental Indentures Without Consent of Noteholders	 	49
	Section 9.02	 	Supplemental Indentures with Consent of Noteholders	 	51
	Section 9.03	 	Execution of Supplemental Indentures	 	52


 




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	Section 9.04	 	Effect of Supplemental Indenture	 	53
	Section 9.05	 	Conformity with Trust Indenture Act	 	53
	Section 9.06	 	Reference in Notes to Supplemental Indentures	 	53
	 	 	 	 	 
	ARTICLE X
	 	 	 
	Redemption of Notes
	 	 	 
	Section 10.01	 	Redemption	 	53
	Section 10.02	 	Form of Redemption Notice	 	54
	Section 10.03	 	Notes Payable on Redemption Date	 	54
	 	 	 	 	 
	ARTICLE XI
	 	 	 
	Miscellaneous
	 	 	 	 	 
	Section 11.01	 	Compliance Certificates and Opinions, etc.	 	54
	Section 11.02	 	Form of Documents Delivered to Indenture Trustee	 	56
	Section 11.03	 	Acts of Noteholders	 	57
	Section 11.04	 	Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	 	58
	Section 11.05	 	Notices to Noteholders; Waiver	 	58
	Section 11.06	 	Alternate Payment and Notice Provisions	 	59
	Section 11.07	 	Conflict with Trust Indenture Act	 	59
	Section 11.08	 	Effect of Headings and Table of Contents	 	59
	Section 11.09	 	Successors and Assigns	 	59
	Section 11.10	 	Severability	 	59
	Section 11.11	 	Benefits of Indenture	 	59
	Section 11.12	 	Legal Holidays	 	60
	Section 11.13	 	GOVERNING LAW	 	60
	Section 11.14	 	Counterparts	 	60
	Section 11.15	 	Recording of Indenture	 	60
	Section 11.16	 	Trust Obligation	 	60
	Section 11.17	 	No Petition	 	61
	Section 11.18	 	Inspection	 	61
	Section 11.19	 	Waiver of Jury Trial	 	62
	 	 	 	 	 
	ARTICLE XII
	 	 	 
	COMPLIANCE WITH REGULATION AB
	 	 	 	 	 
	Section 12.01	 	Intent of the Parties; Reasonableness	 	62
	Section 12.02	 	Additional Representations and Warranties of the Indenture Trustee	 	62
	Section 12.03	 	Information to Be Provided by the Indenture Trustee	 	63
	Section 12.04	 	Regulation AB Reports by Indenture Trustee	 	64


 




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	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	–	Servicing Criteria for Indenture Trustee’s Assessment of Compliance
	EXHIBIT D	–	Form of Indenture Trustee’s Annual Certification
	EXHIBIT E	–	Form of Transferor Certificate
	EXHIBIT F	–	Form of Investment Letter


 




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THIS INDENTURE dated
as of April 23, 2014 (as it may be amended and supplemented from time to time, this “Indenture”) is between
WORLD OMNI AUTO RECEIVABLES TRUST 2014-A, a Delaware statutory trust (the “Issuing Entity”), and UNION BANK,
N.A., a national banking association, 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 Issuing Entity’s Class A-1
0.20000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% Asset-Backed Notes (the “Class
A-2 Notes”), Class A-3 0.94% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 1.53%
Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.80% 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 Issuing Entity hereby
Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap
Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever
located, in and to (a) the Initial 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 Issuing Entity and pledged to the Indenture
Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding
Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer
SSA Assignments, if any, 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 Issuing Entity in such Financed Vehicles; (c) any proceeds with
respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles
or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf
of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial
assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts,
including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including
the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial
Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, 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 the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including
the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing
Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general
intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing;
(h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement,
if any; and (i) all proceeds of any and all of the foregoing
(including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables,
instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds
of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes
and Trust Certificates (collectively, the “Collateral”).


 




    	 



    	 



    

 


The foregoing Grant is
made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the
Interest Rate Swaps, if any, 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 end that the
interests of the Holders of the Notes and the Swap Counterparty, if any 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 to them in Part I of Appendix
A to the Sale and Servicing Agreement of even date herewith among the Issuing Entity, World Omni Auto Receivables LLC and
World Omni. All references herein to “the Indenture” or “this Indenture” are to this Indenture
as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which
are defined in such Appendix A. All references herein to Articles, Sections, subsections and exhibits are to Articles,
Sections, subsections and exhibits contained in or attached to this Indenture unless otherwise specified. All terms defined in
this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered
pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A
shall be applicable to this Indenture.


 


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


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 




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“indenture to
be qualified” means this Indenture.


 


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


 


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


 


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 to this
Indenture, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of
the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


 


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


 


Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-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 Issuing
Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.


 


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


 


The Indenture Trustee
shall upon receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $215,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $257,000,000, Class A-3
Notes for original issue in an aggregate principal amount of $257,000,000, Class A-4 Notes for original issue in an aggregate
principal amount of $102,340,000 and Class B Notes for original issue in an aggregate principal amount of $17,810,000. 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.


 




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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; provided, that the minimum amounts of any Retained Notes
shall be subject to the restrictions set forth in Section 2.04.


 


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


 


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


 


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


 




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Section 2.04    Transfer
Restrictions on Notes


 


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


 


(b) (i) Sale,
pledge or transfer of a Retained Note may only be made to a Person who is a United States Person (within the meaning of
Section 7701(a)(30) of the Internal Revenue Code) and is not acquiring such Retained Notes with the assets of any Plan that
is subject to Title I of ERISA or Section 4975 of the Code. A Person other than the Depositor or an Affiliate thereof
acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section
2.14; and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than
[RESERVED]% of the Outstanding Principal Balance of that class of Retained Note or (y) to a Special Pass-Through Entity, in
each case, unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge,
or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a
corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the
Depositor shall have provided prior written approval;


 


provided, however,
that the restrictions in this Section 2.04(b) above shall not continue to apply to such Retained Notes (covered by the opinion
described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion,
with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to
be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any attempted sale, pledge
or other transfer in contravention of this Section 2.4(b) will be void ab initio and the purported transferor will continue
to be treated as the owner of the Retained Note.


 


For the purposes of
this Section 2.4(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership where
more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through
entity’s interest in the Retained Note.


 




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(c)        [Reserved].


 


(d)        By acquiring a
Note other than any Retained Note to which the restrictions of Section 2.04(b) of this Indenture apply, each initial purchaser,
transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the
Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each Note other than any Retained Note will
bear a legend reflecting such deemed representation. By acquiring a Retained Note to which the restrictions of Section 2.04(b)
of this Indenture apply, each initial purchaser, transferee and owner of a beneficial interest in such Retained Note will be deemed
to represent that it is not acquiring such Retained Note with the assets of any Plan that is subject to Title I of ERISA or Section
4975 of the Code.


 


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


 


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


 




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


 


(iii)      [Reserved];


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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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 the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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 be calculated
on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year.  The Issuing
Entity will pay interest on each Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the
related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. Any installment
of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record
Date by check 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.


 


(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) 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 Issuing Entity
expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted
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.


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


Section 2.13    Definitive
Notes. The Retained Notes, upon original issuance, will be in the form of Definitive
Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator
advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Book-Entry Notes and the Administrator is unable to locate a qualified successor, (ii) the Administrator
at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default 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 Issuing
Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.


 




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Section 2.14    Tax
Treatment. The Issuing Entity 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 Issuing Entity, 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 (other than Notes held by any entity whose separate existence from the Issuing Entity is disregarded
for federal income tax purposes, but only so long as such Notes are held by such entity) for all purposes including federal, state
and local income and franchise tax purposes as indebtedness.


 


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


 


ARTICLE
III


 


Covenants


 


Section 3.01    Payment
of Principal and Interest. The Issuing Entity will duly and punctually pay the
principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing, subject to and in accordance with Section 8.02(c), the Issuing Entity will cause to be distributed
all amounts on deposit in the Note Distribution Account and allocated for distribution to the Noteholders on a Payment Date pursuant
to the Sale and Servicing Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for
the benefit of the Class A-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 Issuing Entity to such Noteholder
for all purposes of this Indenture.


 




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Section 3.02    Maintenance
of Office or Agency. The Issuing Entity 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 Issuing Entity in respect of the Notes and this Indenture may be served. Such office or agency will
initially be at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020, and the Issuing Entity hereby initially appoints
the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity will give prompt written notice to
the Indenture Trustee of any change in the location of any such office or agency. If at any time the Issuing Entity shall fail
to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the Issuing Entity hereby appoints the Indenture
Trustee as its agent to receive all such surrenders, notices and demands.


 


Section 3.03    Money
for Payments to Be Held in Trust. As provided in Section 8.02(a) and
(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) and (g)
shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except
as provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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


 


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


 


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


 


(iii)      enforce
any of the Collateral; or


 


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


 


The Issuing Entity hereby
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 Issuing Entity hereby authorizes the filing of
such financing statements and ratifies any such financing statements filed prior to the date hereof; it being understood that such
authorization shall not be deemed to be an obligation on the part of the Indenture Trustee to make any such filing.


 


Section 3.06    Opinions
as to Trust Estate.


 


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


 


(b)        On or before April
30, in each calendar year, beginning in 2015, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created
by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary
to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of
any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien
and security interest of this Indenture until April 30 in the following calendar year.


 




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Section 3.07    Performance
of Obligations; Servicing of Receivables.


 


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


 


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


 


(c)        The Issuing Entity
will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all
UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing
Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided
therein, the Issuing Entity shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities.


 


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


 




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


 


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


 


(g)        Without derogating
from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuing Entity agrees (i) that it will not, without the prior written consent of the Indenture Trustee
or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities and, if such action would result in a material
adverse effect on, the Swap Counterparty, if any, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided
in the Sale and Servicing Agreement) or the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase Agreement,
the Administration Agreement, the Interest Rate Swaps, if any, or the Swap Counterparty Rights Agreement, if any (except as may
be permitted thereby), or waive timely performance or observance by the Servicer or the Depositor under the Sale and Servicing
Agreement (except as may be permitted thereby); and (ii) that any such amendment shall not (A) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the
Noteholders or (B) reduce the aforesaid percentage of the Controlling Securities that is required to consent to any such amendment,
without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall
be so consented to by the Indenture Trustee or such Holders, the Issuing Entity agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.


 




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


 


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


 


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


 


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


 


Section 3.09    Annual
Statement as to Compliance. The Issuing Entity will deliver to the Indenture Trustee,
with a copy to the Swap Counterparty, if any, within 120 days after the end of each fiscal year of the Issuing Entity (commencing
with the fiscal year 2014), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s
Certificate, that:


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)      the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating
that such 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).


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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(b)        Upon a conveyance
or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), World Omni Auto Receivables
Trust 2014-A will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the
Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that
World Omni Auto Receivables Trust 2014-A is to be so released.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


ARTICLE
IV


 


Satisfaction
and Discharge


 


Section 4.01    Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect
with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon,
(iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.14 and
3.15, (v) the rights, obligations 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 Issuing Entity, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:


 


(A)        either:


 


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


 


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


 


(I)        have
become due and payable, or


 




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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 Issuing Entity,


 


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


 


(B)        the
Issuing Entity has paid or caused to be paid all other sums payable by the Issuing Entity hereunder or under the Interest Rate
Swaps, if any; and


 


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


 


Section 4.02    Application
of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01
hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, (i) 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 and (ii) to the Swap Counterparty, of all sums due or to become due to the Swap
Counterparty under and in accordance with the Interest Rate Swaps, if any; but such monies need not be segregated from other funds
except to the extent required herein or in the Sale and Servicing Agreement or required by law.


 


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


 




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ARTICLE
V


 


Remedies


 


Section 5.01    Events
of Default.


 


(a)        “Event
of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default
and, subject to Sections 5.01(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 Issuing Entity made in this Indenture (other than
a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with),
or any representation or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall
have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation
or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been
given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture
Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Securities, a written notice specifying such
default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default
hereunder; or


 


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


 




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


 


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


 


(c)        Notwithstanding
the foregoing, a delay in or failure of performance referred to under clauses (a)(i) and (ii) above for a period
of ten Business Days or referred to under clause (a)(iii) for a period of 90 Business Days, shall not constitute an Event
of Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Issuing Entity or the
Indenture Trustee, as applicable, and was caused by an act of God or other similar occurrence. Upon the occurrence of any such
event, each of the Issuing Entity and the Indenture Trustee, as applicable, shall not be relieved from using its best efforts to
perform its obligations in a timely manner in accordance with the terms of this Indenture and the Issuing Entity or the Indenture
Trustee, as applicable, shall provide the Indenture Trustee (if such delay or failure is a result of a delay or failure by the
Issuing Entity), the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together
with a description of its efforts to so perform its obligations.


 


Section 5.02    Acceleration
of Maturity; Rescission and Annulment. If an Event of Default should occur and
be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing 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 Issuing Entity (and to the Indenture Trustee if given by Noteholders) and the Indenture Trustee shall give prompt written
notice thereof to the Swap Counterparty, if any, 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 Issuing Entity and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)        If an Event of
Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, proceed
to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee 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.


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 5.04    Remedies;
Priorities.


 


(a)        If an Event of
Default shall have occurred and be continuing, the Indenture Trustee may, or at the direction of the holders of at least 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 Issuing
Entity and any other obligor upon such Notes monies adjudged due;


 


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


 


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


 




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(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.


 


(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) pro rata to the Indenture Trustee for amounts due under Section 6.07 and to the Owner Trustee for
amounts due under Section 8.01 and 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 Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment
date and the amount to be paid.


 


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


 


Section 5.06    Limitation
of Suits. No Holder of any Note shall have any right to institute any Proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, 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;


 




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


 


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


 


(v)       no direction
inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of at least
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 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 Issuing
Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the
Noteholders shall continue as though no such Proceeding had been instituted.


 




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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.


 


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. The Indenture Trustee will give written notice of any such waiver to
the Swap Counterparty, if any. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Holders of the
Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent
or other Default or impair any right consequent thereto.


 




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


 


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


 


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


 


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


 




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Section 5.16    Performance
and Enforcement of Certain Obligations.


 


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


 


(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 Issuing Entity against the Depositor or the
Servicer or the Interest Rate Swap, if any under or in connection with the Sale and Servicing Agreement or any Interest Rate Swap,
if any, or against the Depositor under or in connection with the Receivables Purchase Agreement, including the right or power to
take any action to compel or secure performance or observance by the Depositor or the Servicer, of each of their obligations to
the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale
and Servicing Agreement or the Receivables Purchase Agreement or any Interest Rate Swap, if any, as the case may be, and any right
of the Issuing Entity to take such action shall be suspended.


 


(c)        The Indenture
Trustee shall give prompt written notice to the Swap Counterparty, if any, of each request for action that is made and direction
received pursuant to this Section 5.16.


 


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.


 




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(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, in the case of certificates or opinions specifically required by any provision of this Indenture to
be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other
facts stated therein).


 


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


 


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


 


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


 


(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 Issuing Entity.


 


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


 




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(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 conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.


 


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


 


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


 


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


 


(e)        The Indenture
Trustee may consult with counsel of its own selection, 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.


 




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(f)         The Indenture
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct
or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant
to this Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory
to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents
and its counsel in compliance with such request or direction.


 


(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.


 


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


 


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


 


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


 




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


 


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


 


Section 6.05    Notice
of Defaults. If a Default occurs and is continuing and if it is known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder and the Swap Counterparty, if any 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. 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. On or before each Payment Date, the Indenture Trustee will
post a copy of the statement or statements provided to the Indenture Trustee by the Servicer pursuant to Section 5.08
of the Sale and Servicing Agreement with respect to the applicable Payment Date on its internet website promptly following its
receipt thereof, for the benefit of the Noteholders. The Indenture Trustee’s internet website shall initially be located
at “https://trd-mp1.uboc.com/commercial-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp”.
Assistance in using the website can be obtained by calling the Indenture Trustee’s customer service desk at (646) 452-2114.
The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution
more convenient and/or accessible for such Noteholders, and the Indenture Trustee shall provide on the website timely and adequate
notification to all parties regarding any such change.


 


Section 6.07    Compensation
and Indemnity. The Issuing Entity shall, or shall cause the Administrator to, pursuant
to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services. The
Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing
Entity shall, or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses
shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s
agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal
counsel to the Indenture Trustee shall be subject to any limitations separately agreed upon before the date hereof between the
Administrator and the Indenture Trustee. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration
Agreement, indemnify the Indenture Trustee against any and all loss, liability, claim, damage or expense (including 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 Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received
written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator
shall not relieve the Issuing Entity or the Administrator of its obligations hereunder. The Issuing Entity shall, or shall cause
the Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall,
or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuing Entity nor the Administrator
need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture
Trustee’s own willful misconduct, negligence or bad faith.


 




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


 


Section 6.08    Replacement
of Indenture Trustee. No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time by so notifying the Issuing Entity
and the Swap Counterparty, if any. 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
the Depositor and may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if:


 


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


 


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


 


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


 


(iv)      the
Indenture Trustee otherwise becomes incapable of acting.


 


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


 




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


 


If a successor Indenture
Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuing Entity or the Holders of at least 50% of the Outstanding Amount of the Controlling Securities may, at the
expense of the Issuing Entity, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.


 


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


 


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


 


Section 6.09    Successor
Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.
The Indenture Trustee shall provide the Depositor (who shall promptly provide such notice to the Rating Agencies) prior written
notice of any such transaction.


 


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.


 




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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), except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 


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


 


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


 


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


 




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


 


Section 6.11    Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements
of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least
A-1 by Standard & Poor’s and (if rated by Fitch) F-1 by Fitch. The Indenture Trustee shall comply with TIA § 310(b),
including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities
of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


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


 


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


 


(a)        the Indenture
Trustee is a national banking association duly organized, validly existing 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;


 




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(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; and


 


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


 


Section 6.14    Communications
Regarding Demands to Repurchase Receivables. The Indenture Trustee shall provide
prompt notice to World Omni and the Depositor of all demands received by a Reporting Officer of the Indenture Trustee for the
repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture
Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide (x) notification
to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture
Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, and
(y) any other records or information reasonably requested by World Omni or the Depositor, as applicable, that is in the Indenture
Trustee’s possession and reasonably accessible to it, such notifications to be provided by the Indenture Trustee as soon
as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to
by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the
Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442,
Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 190
Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address
or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time
to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.14 is to
facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and
1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that
interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice
of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations.
The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information
necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase
Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing
required to be made by a securitizer under the Exchange Act or Regulation AB, nor shall the Indenture Trustee have any duty or
obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties
or responsibilities in respect of the Indenture or the Sale and Servicing Agreement or the transactions contemplated thereby,
other than any express duties or obligations as Indenture Trustee under this Indenture.


 




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ARTICLE
VII


 


Noteholders’
Lists and Reports


 


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


 


Section 7.02    Preservation
of Information; Communications to Noteholders.


 


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


 


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


 


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


 


Section 7.03    Reports
by Issuing Entity.


 


(a)        The Issuing Entity
shall:


 


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


 


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


 




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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 Issuing
Entity pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed
from time to time by the Commission; and


 


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


 


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


 


Section 7.04    Reports
by Indenture Trustee. If required by TIA § 313(a), within 60 days after
each February 1, beginning with February 1, 2015, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c)
and to the Swap Counterparty, if any 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 Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on
any stock exchange or delisted therefrom.


 


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.


 




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Section 8.02    Trust
Accounts.


 


(a)        On or prior to
the Closing Date, the Issuing Entity 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)        If there is a
Funding Period, 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 Trustee shall make all withdrawals
and deposits to the Collection Account, Note Distribution Account, Reserve Account, the Pre-Funding Account, if any, and the Negative
Carry Account, if any, 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), and (e) 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; then


 


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


 


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


 


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


 


(E)       to
the Class B Notes until they are paid in full.


 




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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.


 


(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 other than pursuant to Sections 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
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)         [Reserved].


 


(g)        If there is a
Funding Period, 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), or (e), 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 Issuing Entity 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 Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect. The Issuing Entity further understands that trade confirmations for
securities transactions effected by the Indenture Trustee will be available upon request and at no additional cost and other
trade confirmations may  be obtained from the applicable broker.


 


(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
Issuing Entity (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 Issuing Entity and Indenture Trustee on any Business Day, (ii) a
Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared
due and payable pursuant to Section 5.02 or (iii) 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 (i) 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.


 




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(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 and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall
be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the
Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled
thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate
of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c)
and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies
of all such documents to the Swap Counterparty, if any.


 


Section 8.05    Opinion
of Counsel. The Indenture Trustee shall receive at least seven days’ notice
when requested by the Issuing Entity to take any action pursuant to Section 8.04(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 Issuing Entity and the Indenture Trustee, when authorized
by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory
to the Indenture Trustee, for any of the following purposes:


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)        Notwithstanding
any other provision of this Indenture, no indenture supplement (other than any supplement made pursuant to Section 9.01(a)(viii)
above) shall be effective unless the Swap Counterparty, if any, consents in writing to such supplement or such supplement will,
as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty, if any; provided,
however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality
Opinion, the Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no material adverse
effect on the interests of the Swap Counterparty, if any.


 




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Section 9.02    Supplemental
Indentures with Consent of Noteholders.


 


(a)        The Issuing Entity
and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with
the consent of the Holders of not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders
delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying
in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(b)        The Indenture
Trustee 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.


 


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


 


(d)        Promptly after
the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall 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.


 


(e)        Notwithstanding
any other provision of this Indenture, no indenture supplement shall be effective unless the Swap Counterparty, if any consents
in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on
the interests of the Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into
pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the Issuing Entity may provide an Officers’
Certificate stating that such supplement will have no material adverse effect on the interests of the Swap Counterparty, if any.


 


Section 9.03    Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created
by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this
Indenture, the Indenture Trustee shall be provided with and, subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted
by this Indenture. 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.


 




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


 


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


 


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


 


ARTICLE
X


 


Redemption
of Notes


 


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


 




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Section 10.02    Form
of Redemption Notice. Notice of redemption under Section 10.01 shall
be given by the Indenture Trustee by first-class mail, postage prepaid, 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;


 


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


 


(d)        applicable “CUSIP”
numbers.


 


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


 


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


 


ARTICLE
XI


 


Miscellaneous


 


Section 11.01    Compliance
Certificates and Opinions, etc.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


(v)         Notwithstanding
Section 2.10 or any other provision of this Section, the Issuing Entity may, without compliance with the requirements
of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles
as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Note Distribution
Account as and to the extent permitted or required by the Basic Documents, so long as the Issuing Entity shall deliver to the
Indenture Trustee every six months, commencing October 15, 2014, an Officer’s Certificate of the Issuing Entity stating
that all the dispositions of Collateral described in clauses (A) or (B) above that occurred during the preceding six calendar
months were in the ordinary course of the Issuing Entity’s business and that the proceeds thereof were applied in accordance
with the Basic Documents.


 


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


 


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


 




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


 


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


 


Section 11.03   Acts
of Noteholders.


 


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


 


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


 


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


 


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


 


(e)          The
Indenture Trustee shall promptly deliver to the Swap Counterparty, if any, copies of any notice it receives from the Noteholders.


 




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


 


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


 


(ii)         the
Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and
mailed first-class, postage prepaid to the Issuing Entity addressed to: World Omni Auto Receivables Trust 2014-A, in care of the
Owner Trustee at its Corporate Trust Office, or at any other address previously furnished in writing to the Indenture Trustee
by the Issuing Entity or the Administrator. The Issuing Entity shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.


 


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


 


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


 


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.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 




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


 


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


 


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


 


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


 




    	61



    	 



    

 


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


 


ARTICLE
XII



COMPLIANCE WITH REGULATION AB





 


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


 


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


 




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


 


For so long as the Issuing
Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each
January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for
the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture
Trustee shall not be required to provide such information in the event that there has been no change to the information previously
provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the
Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for
compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum:


 


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


 


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


 


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


 





	(i)	 	the sponsor;
	 	 	 
	(ii)	 	any depositor;
	 	 	 
	(iii)	 	the issuing entity;
	 	 	 
	(iv)	 	any servicer;
	 	 	 
	(v)	 	any trustee;
	 	 	 
	(vi)	 	any originator;
	 	 	 
	(vii)	 	any significant obligor;
	 	 	 
	(viii)	 	any enhancement or support provider, including any swap counterparty; and
	 	 	 
	(ix)	 	any other material transaction party.










 




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


 


Section
12.04   Regulation AB Reports by Indenture Trustee. For so long
as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee will, on or before March 1 of each year,
beginning March 1, 2015:


 


(i)          deliver
to the Depositor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria specified
in Exhibit C during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule
15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture
trustee, and shall address each of the Servicing Criteria specified in Exhibit C or such criteria as mutually agreed upon
by the Depositor and the Indenture Trustee.


 


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


 


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


 




    	64



    	 



    

 


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


 


	 	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A,
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCATION,
    not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	UNION BANK, N.A., not in its individual capacity but solely as Indenture
    Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


SCHEDULE A


 


Schedule of Receivables


 


Provided to the Indenture
Trustee and Owner Trustee at Closing


 




    	Sch. A



    	 



    

 


EXHIBIT A-1



[FORM OF CLASS A-1 NOTE]


 


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



 


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


 


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


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A



CLASS A-1 0.20000% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2014-A a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $_____ and the denominator of which is $215,000,000 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 April 23, 2014 (the “Indenture”), between the Issuing Entity and Union Bank, N.A.,
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 May 15, 2015 Payment Date (the “Class A-1 Final
Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.


 




    	Ex. A-1-1



    	 



    

 


BY ACQUIRING A CLASS
A-1 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT
EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION
AND HOLDING OF THE CLASS A-1 NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR SIMILAR LAW.


 


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


 


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


 


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


 


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


 




    	Ex. A-1-2



    	 



    

 


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


 


	Date: ________________	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A
	 	 	 
	 	By:  U.S. BANK TRUST NATIONAL

 ASSOCIATION, not in its individual

 capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	Date:  _________________	UNION BANK, N.A., not in its individual capacity
    but solely as Indenture Trustee


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Ex. A-1-3



    	 



    

 


This Note is one of
a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-1 0.20000% Asset-Backed Notes (herein called
the “Class A-1 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes 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 fifteenth day of each month or, if such day is not a Business Day, the immediately following Business
Day. The initial Payment Date will be May 15, 2014.


 


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 Issuing Entity, 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 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.


 




    	Ex. A-1-4



    	 



    

 


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


 


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


 


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


 


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


 




    	Ex. A-1-5



    	 



    

 


The Issuing Entity 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 Issuing Entity.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Ex. A-1-6



    	 



    

 


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


 


Anything herein to the
contrary notwithstanding, except as expressly provided in the Basic Documents, none of U.S. Bank Trust National Association in
its individual capacity, Union Bank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuing Entity,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance
of, or 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Note.


 




    	Ex. A-1-7



    	 



    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other
identifying number of assignee:



_________________________________________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto:



_________________________________________________


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints _____________________________________________________, attorney, transfer
said Note on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:_____________________	_____________________________________*


 


Signature Guaranteed:





_____________________________________*


 





 



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


 




    	Ex. 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 ISSUING ENTITY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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


 


	REGISTERED	$________
	 	 
	No.: ___	CUSIP No.: _____
	 	 
	 	ISIN No.: _____
	 	 
	 	CINS No.: ...................


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A



CLASS A-2 0.43% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2014-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $______ and the denominator of which is $257,000,000 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 April 23, 2014 (the “Indenture”), between the Issuing Entity and Union Bank, N.A.,
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 May 15, 2017 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 be made until the Class A-1 Notes have been paid in full. Capitalized
terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.


 




    	Ex. A-2-1



    	 



    

 


BY ACQUIRING A CLASS
A-2 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT
EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION
AND HOLDING OF THE CLASS A-2 NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR SIMILAR LAW.


 


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


 


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


 


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


 


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


 




    	Ex. A-2-2



    	 



    

 


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


 


	Date:  _________________	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A


 


	 	By:  U.S. BANK
    TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	Date:  _________________	UNION BANK, N.A., not in its individual capacity
    but solely as Indenture Trustee


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Ex. A-2-3



    	 



    

 


This Note is one of
a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-2 0.43% 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 Issuing Entity, 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 fifteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
15, 2014.


 


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 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-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 Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted 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 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.


 




    	Ex. A-2-4



    	 



    

 


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


 


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


 


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


 




    	Ex. A-2-5



    	 



    

 


The Issuing Entity 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 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 Issuing Entity.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Ex. A-2-6



    	 



    

 


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


 




    	Ex. A-2-7



    	 



    

 


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.


 




    	Ex. A-2-8



    	 



    

 


EXHIBIT A-3


 


[FORM OF CLASS A-3 NOTE]


 


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


 


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


 


	REGISTERED	$__________
	 	 
	No.: ____	CUSIP No.:  _____
	 	 
	 	ISIN No.:  _____
	 	 
	 	CINS No.: ....................


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A



CLASS A-3 0.94% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2014-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $________ and the denominator of which is $257,000,000 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 April 23, 2014 (the “Indenture”), between the Issuing Entity and Union Bank, N.A.,
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 April 15, 2019 Payment Date (the “Class A-3 Final
Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally,
no payments of principal of the Class A-3 Notes shall be made until the Class A-1 and Class A-2 Notes have been
paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.


 




    	Ex. A-3-1



    	 



    

 


BY ACQUIRING A CLASS
A-3 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT
EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION
AND HOLDING OF THE CLASS A-3 NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR SIMILAR LAW.


 


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


 


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


 


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


 


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


 




    	Ex. A-3-2



    	 



    

 


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


 


	Date:  _________________	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A


 


	 	By:  U.S. BANK
    TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	Date:  _________________	UNION BANK, N.A., not in its individual capacity
    but solely as Indenture Trustee


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Ex. A-3-3



    	 



    

 


This Note is one of
a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-3 0.94% Asset-Backed Notes (herein called
the “Class A-3 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes 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 fifteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
15, 2014.


 


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 Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted 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 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.


 




    	Ex. A-3-4



    	 



    

 


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


 


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


 


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


 


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


 




    	Ex. A-3-5



    	 



    

 


The Issuing Entity 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 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 Issuing Entity.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Ex. A-3-6



    	 



    

 


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


 




    	Ex. A-3-7



    	 



    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other
identifying number of assignee:



_________________________________________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto:



_________________________________________________


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ____________________________________________________, attorney, transfer
said Note on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:_____________________	_____________________________________*


 


Signature Guaranteed:



_____________________________________*


 


 






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


 




    	Ex. A-3-8



    	 



    

 


EXHIBIT A-4



[FORM OF CLASS A-4 NOTE]


 


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


 


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


 


	REGISTERED	$__________
	 	 
	No.: ____	CUSIP No.: _____
	 	 
	 	ISIN No.:  _____
	 	 
	 	CINS No.: ....................


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A



CLASS A-4 1.53% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2014-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $______ and the denominator of which is $102,340,000 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 April 23, 2043 (the “Indenture”), between the Issuing Entity and Union Bank, N.A.,
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 15, 2020 Payment Date (the “Class A-4 Final
Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally,
no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3
Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.


 




    	Ex. A-4-1



    	 



    

 


BY ACQUIRING A CLASS
A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT
EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION
AND HOLDING OF THE CLASS A NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR SIMILAR LAW.


 


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


 


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


 


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


 


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


 




    	Ex. A-4-2



    	 



    

 


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


 


	Date:  _________________	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A
	 	 
	 	By:  U.S. BANK
    TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	Date:  _________________	UNION BANK, N.A., not in its individual capacity
    but solely as Indenture Trustee


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Ex. A-4-3



    	 



    

 


This Note is one of
a duly authorized issue of Notes of the Issuing Entity, designated as its Class A-4 1.53% Asset-Backed Notes (herein called
the “Class A-4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes 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 fifteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
15, 2014.


 


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 Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted 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 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.


 




    	Ex. A-4-4



    	 



    

 


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


 


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


 


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


 


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


 




    	Ex. A-4-5



    	 



    

 


The Issuing Entity 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 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 Issuing Entity.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Ex. A-4-6



    	 



    

 


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


 




    	Ex. A-4-7



    	 



    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other
identifying number of assignee:



_________________________________________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto:



_________________________________________________


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ____________________________________________________, attorney, transfer
said Note on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:_____________________	_____________________________________*


 


Signature Guaranteed:



_____________________________________*


 





 






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


 




    	Ex. A-4-8



    	 



    

 


EXHIBIT B



[FORM OF CLASS B NOTE]


 


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


 


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


 


	REGISTERED	$________
	 	 
	No.: ___	CUSIP No.:  _____
	 	 
	 	ISIN No.:  _____
	 	 
	 	CINS No.: ....................


 


WORLD OMNI AUTO RECEIVABLES TRUST 2014-A



CLASS B 1.80% ASSET-BACKED NOTES


 


WORLD OMNI AUTO RECEIVABLES
TRUST 2014-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing
Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $________ and the denominator of which is $17,810,000 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 April 23, 2014 (the “Indenture”), between the Issuing Entity and Union Bank, N.A.,
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 16, 2021 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, Class A-2, Class A-3 and Class A-4
Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.


 




    	Ex. B-1



    	 



    

 


BY ACQUIRING A CLASS
B NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER
(1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY OR (iv) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) THE ACQUISITION
AND HOLDING OF THE CLASS B NOTES WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR SIMILAR LAW.


 


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


 


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


 


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


 


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


 




    	Ex. B-2



    	 



    

 


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


 


	Date:  _________________	WORLD OMNI AUTO RECEIVABLES TRUST 2014-A
	 	 
	 	By:  U.S. BANK TRUST NATIONAL
    ASSOCIATION, not in its individual capacity but solely as Owner Trustee


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	Date:  _________________	UNION BANK, N.A., not in its individual capacity
    but solely as Indenture Trustee


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. B-3



    	 



    

 


This Note is one of
a duly authorized issue of Notes of the Issuing Entity, designated as its Class B 1.80% 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 Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Class B Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes 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 fifteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
15, 2014.


 


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 (initially, such nominee to be Cede &
Co.), 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 Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted 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 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.


 




    	Ex. B-4



    	 



    

 


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


 


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


 


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


 


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


 




    	Ex. B-5



    	 



    

 


The Issuing Entity 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
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 Issuing Entity.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Ex. B-6



    	 



    

 


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


 


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


 




    	Ex. B-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.


 




    	Ex. B-8



    	 



    

 


EXHIBIT C


 


SERVICING CRITERIA FOR INDENTURE TRUSTEE’S
ASSESSMENT OF COMPLIANCE


 


	Reference	 	Servicing Criteria	 	 
	 	 	General Servicing Considerations	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance
    or other triggers and events of default in accordance with the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third
    parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
    activities.	 	 
	 	 	 	 	 
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a
    back-up servicer for the credit card accounts or accounts are maintained.	 	 
	 	 	 	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect
    on the party participating in the servicing function throughout the reporting period in the amount of coverage required by
    and otherwise in accordance with the terms of the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Cash Collection and Administration	 	 
	 	 	 	 	 
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate custodial
    bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of
    days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor
    or to an investor are made only by authorized personnel.	 	Trustee
	 	 	 	 	 
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash
    flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified
    in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve
    accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
    of cash) as set forth in the transaction agreements.	 	Trustee
	 	 	 	 	 
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured
    depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally
    insured depository institution” with respect to a foreign financial institution means a foreign financial institution
    that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	Trustee
	 	 	 	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized
    access.	 	 
	 	 	 	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed
    securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations
    are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other
    number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared
    the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within
    90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Investor Remittances and Reporting	 	 
	 	 	 	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission,
    are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically,
    such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide
    information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission
    as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total
    unpaid principal balance and number of credit card accounts serviced by the Servicer.	 	 


 




    	Ex. C-1



    	 



    

 


	Reference	 	Servicing Criteria	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance
    with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	Trustee
	 	 	 	 	 
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business
    days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	Trustee
	 	 	 	 	 
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree
    with cancelled checks, or other form of payment, or custodial bank statements.	 	Trustee
	 	 	 	 	 
	 	 	Pool Asset Administration	 	 
	 	 	 	 	 
	1122(d)(4)(i)	 	Collateral or security on credit card accounts is maintained
    as required by the transaction agreements or related asset pool documents.	 	 
	 	 	 	 	 
	1122(d)(4)(ii)	 	Pool assets and related documents are safeguarded as required
    by the transaction agreements	 	 
	 	 	 	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are
    made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance
    with the related pool assets documents are posted to the Servicer’s obligor records maintained no more than two business
    days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest
    or other items (e.g., escrow) in accordance with the related asset pool documents.	 	 
	 	 	 	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the accounts and the
    accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	 	 	 	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor’s
    account  (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance
    with the transaction agreements and related pool asset documents.	 	 
	 	 	 	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans,
    modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
    concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during
    the period a Account is delinquent in accordance with the transaction agreements.  Such records are maintained on
    at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities
    in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where
    delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	 	 	 	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for Accounts
    with variable rates are computed based on the related Account documents.	 	 
	 	 	 	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow
    accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis,
    or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors
    in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar
    days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance
    payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices
    for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates,
    or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to
    be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment
    was due to the obligor’s error or omission.	 	 


 




    	Ex. C-2



    	 



    

 


	Reference	 	Servicing Criteria	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within
    two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the
    transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xiv)	 	 Delinquencies, charge-offs and uncollectible accounts
    are recognized and recorded in accordance with the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item
    1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 


 




    	Ex. C-3



    	 



    

 


EXHIBIT D



FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION


 


RE:WORLD OMNI AUTO RECEIVABLES TRUST
2014-A


 


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


 


		1.	It has reviewed the report on assessment of the Indenture
Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the
registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the Indenture Trustee
to the Depositor pursuant to the Indenture, dated as of April 23, 2014, by and between the Indenture Trustee and World Omni Auto
Receivables Trust 2014-A (collectively, the “Indenture Trustee Information”);



 


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



 


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



 


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



 


	 	UNION BANK, N.A.,
	 	not in its individual capacity but solely as
	 	Indenture Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date: _________________________	 	 


 




    	Ex. D



    	 



    

 


EXHIBIT E


 


FORM OF TRANSFEROR CERTIFICATE


 


[DATE]


Union Bank, N.A.


1251 Avenue of the Americas

19th Floor

New York, New York 10020


 


World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442


 


World Omni Auto Receivables Trust 2014-A

c/o U.S. Bank Trust National Association

Mail Code MK 12 SL7R

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: Edwin Janis


 


		Re:	World Omni Auto Receivables Trust
                                         2014-A Class ___ Notes



 


Ladies and Gentlemen:


 


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


 


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


 




    	Ex. E



    	 



    

 


EXHIBIT F


 


FORM OF INVESTMENT LETTER


 


Union Bank, N.A.


1251 Avenue of the Americas

19th Floor

New York, New York 10020


 


World Omni Auto Receivables LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442


 


World Omni Auto Receivables Trust 2014-A

c/o U.S. Bank Trust National Association

Mail Code MK 12 SL7R

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: Edwin Janis


 


Ladies and Gentlemen:


 


In connection with our
proposed purchase of Class ___ Notes (the “Class ___ Notes”) of World Omni Auto Receivables Trust 2014-A (the
“Issuing Entity”), we confirm that:


 


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


 




    	Ex. F-1



    	 



    

 


2.          [CHECK
ONE]


 


		 ̈	(a)
                                         We are an Accredited Investor acting for our own account (and not for the account of
                                         others) or as a fiduciary or agent for others (which others also are Accredited Investors
                                         unless we are a bank acting in its fiduciary capacity). We have such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the merits and risks
                                         of our investment in the Class ___ Notes, and we and any accounts for which we are acting
                                         are each able to bear the economic risk of our or their investment for an indefinite
                                         period of time. We are acquiring the Class ___ Notes or investment and not with a view
                                         to, or for offer and sale in connection with, a public distribution.



 


		 ̈	(b)
                                         We are a “qualified institutional buyer” as defined under Rule 144A under
                                         the 1933 Act and are acquiring the Class ___ Notes for our own account (and not for the
                                         account of others) or as a fiduciary or agent for others (which others also are “qualified
                                         institutional buyers”). We are familiar with Rule 144A under the 1933 Act and are
                                         aware that the seller of the Class ___ Notes and other parties intend to rely on the
                                         statements made herein and the exemption from the registration requirements of the 1933
                                         Act provided by Rule 144A.



 


3.          Either
(i) we are not acquiring the Class ___ Notes with the assets of any (A) employee benefit plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), (B) plan subject to Section 4975 of
the Code, (C) entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or
(D) plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (ii)
our acquisition and holding of the Class ___ Notes will not give rise to a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or Similar Law. We hereby acknowledge that no transfer of any Class ___ Note shall be permitted
to be made to any transferee unless either (i) such transferee is not acquiring the Class ___ Note with the assets of any Plan
or (ii) the acquisition and holding of such Class ___ Note will not constitute or result in a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or Similar Law.


 




    	Ex. F-2



    	 



    

 


4.          Unless
counsel satisfactory to the Indenture Trustee shall have rendered an opinion to the effect that the Class ___ Notes to be transferred
will be characterized as indebtedness for 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 that we are not acquiring the Class ___ Notes
with the assets of any Plan that is subject to Title I of ERISA or Section 4975 of the Code (“Plan Assets”),
and acknowledge that unless the Indenture Trustee shall have received such an opinion, no transfer of any Class ___ Note shall
be permitted to be made to any person who is not a United States Person or who acquires such Class ____ Notes with Plan Assets
and any such purported transfer in violation of these restrictions shall be null and void.


 


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


 


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:	 


 




    	Ex. F-3