EXECUTION
COPY


 





 


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	20
	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	39
	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	53


 




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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.


 




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(g)          Without
derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuing Entity agrees (i) that it will not, without the prior written consent of the Indenture
Trustee or the Holders of at least 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.


 


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


 


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


 


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


 


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


 




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Section
3.09         Annual Statement as to Compliance. The Issuing Entity will deliver
to the Indenture Trustee, 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:


 


(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.


 


(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.


 




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(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.


 




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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.


 


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;


 




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


 


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


 


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


 


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


 


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


 


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


 




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(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.


 


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;


 




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


 


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


 


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


 


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


 


(b)          The
Indenture Trustee 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.


 




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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.


 


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.


 




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


 


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


 


(v)         Notwithstanding
Section 2.10 or any other provision of this Section, the Issuing Entity may, without compliance with the requirements
of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles
as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Note Distribution
Account as and to the extent permitted or required by the Basic Documents, so long as the Issuing Entity shall deliver to the Indenture
Trustee every six months, commencing 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.


 




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


 


ARTICLE
XII






COMPLIANCE
WITH REGULATION AB 


 


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


 


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


 




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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:  	/s/ Edwin J. Janis
	 	Name: Edwin J. Janis
	 	Title: Vice President
	 	 
	 	UNION BANK, N.A., not in its individual 

capacity but solely as Indenture Trustee
	 	 
	 	By:  	/s/ Rafael E. Miranda
	 	Name: Rafael E. Miranda
	 	Title: Vice President


 




    	 



    	 



    

 


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, 2013 (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