Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 0.11025% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.04% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-B), Indenture (World Omni Auto Receivables Trust 2021-B)

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Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 68 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Form of Class D Note EXHIBIT E – Form of Class E Note EXHIBIT F – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E G – Form of Indenture Trustee’s Annual Certification EXHIBIT F H – Form of Transferor Certificate EXHIBIT G I – Form of Investment Letter THIS INDENTURE dated as of May 19September 16, 2021 2020 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 20212020-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110250.20633% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.47% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.55% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.040.84% Asset-Backed Notes (the “Class B Notes”) and ), Class C 1.291.25% Asset-Backed Notes (the “Class C Notes”), Class D 1.70% Asset-Backed Notes (the “Class D Notes”) and Class E Asset-Backed Notes (the “Class E Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class C Notes and the Class B D Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Select Auto Trust 2020-A), Indenture (World Omni Select Auto Trust 2020-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 63 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 65 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19October 14, 2021 2015 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212015-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110250.41000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 0.96% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b One-Month LIBOR plus 0.40% Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.49% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.84% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.042.15% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2015-B), Indenture (World Omni Auto Receivables Trust 2015-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 63 Section 12.03 Information to Be Provided by the Indenture Trustee 68 64 Section 12.04 Regulation AB Reports by Indenture Trustee 69 65 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19March 10, 2021 2011 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212011-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDEUTSCHE BANK TRUST COMPANY AMERICAS, a national New York banking associationcorporation, 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 0.110250.29442% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.64% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.421.11% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.91% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.042.33% Asset-Backed Notes (the “Class B Notes”) and Class C 1.292.48% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes 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.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2011-A), Indenture (World Omni Auto Receivables Trust 2011-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 61 Section 12.03 Information to Be Provided by the Indenture Trustee 68 61 Section 12.04 Regulation AB Reports by Indenture Trustee 69 63 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 1929, 2021 2013 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212013-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDEUTSCHE BANK TRUST COMPANY AMERICAS, a national New York banking associationcorporation, 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 0.110250.23000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.87% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.13% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2013-A), Indenture (World Omni Auto Receivables Trust 2013-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19March 11, 2021 2020 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212020-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110251.04922% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 1.02% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.10% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.23% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.041.44% Asset-Backed Notes (the “Class B Notes”) and Class C 1.291.64% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2020-A), Indenture (World Omni Auto Receivables Trust 2020-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19November 3, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-BD, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.11772% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.35% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.81% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.10% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.041.52% Asset-Backed Notes (the “Class B Notes”) and Class C 1.291.72% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-D), Indenture (World Omni Auto Receivables Trust 2021-D)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19August 11, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-BC, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 0.110250.11273% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.22% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.44% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.64% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.040.84% Asset-Backed Notes (the “Class B Notes”) and Class C 1.291.06% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-C), Indenture (World Omni Auto Receivables Trust 2021-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 64 Section 12.03 Information to Be Provided by the Indenture Trustee 68 64 Section 12.04 Regulation AB Reports by Indenture Trustee 69 65 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19January 30, 2021 2019 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212019-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110252.72616% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.203.02% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.423.04% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.693.22% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.043.34% Asset-Backed Notes (the “Class B Notes”) and Class C 1.293.54% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2019-A), Indenture (World Omni Auto Receivables Trust 2019-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 64 Section 12.03 Information to Be Provided by the Indenture Trustee 68 64 Section 12.04 Regulation AB Reports by Indenture Trustee 69 66 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19March 23, 2021 2016 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212016-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK MELLON, a national New York banking associationcorporation, 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 0.110250.62000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.201.32% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.421.77% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.95% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.040.00% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2016-A), Indenture (World Omni Auto Receivables Trust 2016-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 64 Section 12.03 Information to Be Provided by the Indenture Trustee 68 65 Section 12.04 Regulation AB Reports by Indenture Trustee 69 66 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May April 19, 2021 2017 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212017-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110251.10000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 1.50% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b One-Month LIBOR plus 0.14% Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.93% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.692.24% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.042.38% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2017-A), Indenture (World Omni Auto Receivables Trust 2017-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 64 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19April 23, 2021 2014 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212014-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTUNION BANK, NATIONAL ASSOCIATIONN.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 0.110250.20000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.94% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.53% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.80% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2014-A), Indenture (World Omni Auto Receivables Trust 2014-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 64 Section 12.03 Information to Be Provided by the Indenture Trustee 68 65 Section 12.04 Regulation AB Reports by Indenture Trustee 69 66 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19August 1, 2021 2018 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212018-BC, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110252.36000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.202.80% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.423.13% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.693.27% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.043.40% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 62 Section 12.04 Regulation AB Reports by Indenture Trustee 69 64 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19October 30, 2021 2013 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212013-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.48% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.83% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.32% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.72% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 65 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 65 Section 12.03 Information to Be Provided by the Indenture Trustee 68 65 Section 12.04 Regulation AB Reports by Indenture Trustee 69 67 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19October 17, 2021 2018 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212018-BD, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110252.44054% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 3.01% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.423.33% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.693.44% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.043.67% Asset-Backed Notes (the “Class B Notes”) and Class C 1.293.87% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 68 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19February 10, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110250.13857% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.17% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.30% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.48% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.040.64% Asset-Backed Notes (the “Class B Notes”) and Class C 1.290.89% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-A), Indenture (World Omni Auto Receivables Trust 2021-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 63 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 65 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19March 4, 2021 2015 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212015-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 0.79% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b One-Month LIBOR plus 0.28% Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.34% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.75% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.042.04% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2015-A), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 64 Section 12.03 Information to Be Provided by the Indenture Trustee 68 64 Section 12.04 Regulation AB Reports by Indenture Trustee 69 65 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19November 14, 2021 2019 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212019-BC, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110251.90481% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 1.96% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.96% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.692.03% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.042.20% Asset-Backed Notes (the “Class B Notes”) and Class C 1.292.40% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2019-C), Indenture (World Omni Auto Receivables Trust 2019-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19June 24, 2021 2020 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212020-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.26763% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 0.55% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.420.63% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.82% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.041.22% Asset-Backed Notes (the “Class B Notes”) and Class C 1.292.05% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2020-B), Indenture (World Omni Auto Receivables Trust 2020-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Form of Class D Note EXHIBIT E – Form of Class E Note EXHIBIT F – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E G – Form of Indenture Trustee’s Annual Certification EXHIBIT F H – Form of Transferor Certificate EXHIBIT G I – Form of Investment Letter THIS INDENTURE dated as of May 19October 9, 2021 2019 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 20212019-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110252.12123% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 2.06% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.422.00% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.042.17% Asset-Backed Notes (the “Class B Notes”) and ), Class C 1.292.38% Asset-Backed Notes (the “Class C Notes”), Class D 2.59% Asset-Backed Notes (the “Class D Notes”) and Class E Asset-Backed Notes (the “Class E Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class C Notes and the Class B D Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 64 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 A-2a – Form of Class A-2 A-2a Note EXHIBIT A-2b – Form of Class A-2b Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19October 29, 2021 2014 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212014-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.23000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20A-2a 0.60% Asset-Backed Notes (the “Class A-2a Notes”), Class A-2b One-Month LIBOR plus 0.23% Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), Class A-3 0.421.14% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.691.68% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.95% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Form of Class D Note EXHIBIT E – Form of Class E Note EXHIBIT F – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E G – Form of Indenture Trustee’s Annual Certification EXHIBIT F H – Form of Transferor Certificate EXHIBIT G I – Form of Investment Letter THIS INDENTURE dated as of May 19September 22, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 2021-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 0.110250.09567% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.29% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.53% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.040.85% Asset-Backed Notes (the “Class B Notes”) and ), Class C 1.291.09% Asset-Backed Notes (the “Class C Notes”), Class D 1.44% Asset-Backed Notes (the “Class D Notes”) and Class E Asset-Backed Notes (the “Class E Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 B Notes, the Class C Notes and the Class B D Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Select Auto Trust 2021-A), Indenture (World Omni Select Auto Trust 2021-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 67 Section 12.04 Regulation AB Reports by Indenture Trustee 69 68 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May August 19, 2021 2020 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 20212020-BC, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUSTMUFG UNION BANK, NATIONAL ASSOCIATIONN.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 0.110250.20684% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.35% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.48% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.61% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.040.87% Asset-Backed Notes (the “Class B Notes”) and Class C 1.291.39% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2020-C), Indenture (World Omni Auto Receivables Trust 2020-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 61 Section 12.03 Information to Be Provided by the Indenture Trustee 68 62 Section 12.04 Regulation AB Reports by Indenture Trustee 69 63 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19July 18, 2021 2012 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212012-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK MELLON, a national New York banking associationcorporation, 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 0.110250.29529% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.52% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.85% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.49% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2012-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 60 Section 12.03 Information to Be Provided by the Indenture Trustee 68 60 Section 12.04 Regulation AB Reports by Indenture Trustee 69 61 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note Transferor Certificate EXHIBIT D – Form of Investment Letter EXHIBIT E – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19April 14, 2021 2009 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212009-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDEUTSCHE BANK TRUST COMPANY AMERICAS, a national New York banking association, corporation as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.110251.62173% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.202.88% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.423.33% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.695.12% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.040.00% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, 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 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2009-A)

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Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 64 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19July 18, 2021 2012 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212012-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK MELLON, a national New York banking associationcorporation, 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 0.110250.29529% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.52% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.85% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.49% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2012-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 59 Section 12.03 Information to Be Provided by the Indenture Trustee 68 59 Section 12.04 Regulation AB Reports by Indenture Trustee 69 60 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – D Form of Investment Letter -- THIS INDENTURE dated as of May 19February 21, 2021 2007 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212007-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK, a national New York banking associationcorporation, 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 0.110255.32000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.205.32% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.425.23% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Floating Rate Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.045.31% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, 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, 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 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 Swap and the Swap Counterparty Rights Agreement and (i) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swap, 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 may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2007-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 61 Section 12.03 Information to Be Provided by the Indenture Trustee 68 62 Section 12.04 Regulation AB Reports by Indenture Trustee 69 63 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification [EXHIBIT E – Form of Transferor Certificate] [EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter Letter] THIS INDENTURE dated as of May 19, 2021 [ ] (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 202120[ ]-B[ ], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], 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 0.11025[ ]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20[ ]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42[ ]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69[ ]% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.04[ ]% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 59 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 59 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – D Form of Investment Letter THIS INDENTURE dated as of May 19March 1, 2021 2006 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212006-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK, a national New York banking associationcorporation, 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 0.110254.85490% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.205.05% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.425.01% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.695.03% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.045.18% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the 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 which will be acquired by the Issuing Entity from time to time during the Funding Period pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the 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 from time to time, including the Reserve Account Initial Deposit and Reserve Account Subsequent Transfer Deposits, the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2006-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 58 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 59 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – D Form of Investment Letter THIS INDENTURE dated as of May 19, 2021 [•] (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 2021-B20[•]-[•], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[•], 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 0.11025% [•]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% [•]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% [•]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% [•]% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.04% [•]% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the 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 which will be acquired by the Issuing Entity from time to time during the Funding Period pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the 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 from time to time, including the Reserve Account Initial Deposit and Reserve Account Subsequent Transfer Deposits, the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

Appears in 1 contract

Samples: World Omni Auto Receivables LLC

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 59 Section 12.03 Information to Be Provided by the Indenture Trustee 68 59 Section 12.04 Regulation AB Reports by Indenture Trustee 69 60 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 A-3a Note EXHIBIT A-4 – Form of Class A-3b Note EXHIBIT A-5 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C Form of Class C Note Transferor Certificate EXHIBIT D Form of Investment Letter EXHIBIT E Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19March 20, 2021 2008 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212008-BA, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK, a national New York banking association, corporation as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.110252.92200% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% Floating Rate Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42A-3a 3.94% Asset-Backed Notes (the “Class A-3a Notes”), Class A-3b Floating Rate Asset-Backed Notes (the “Class A-3b Notes” and, together with the Class A-3a Notes, the “Class A-3 Notes”), Class A-4 0.694.74% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.040.00% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, 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, 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 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 and (i) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, 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 may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2008-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 62 Section 12.04 Regulation AB Reports by Indenture Trustee 69 63 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19October 24, 2021 2012 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212012-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.110250.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.200.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.420.61% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.690.81% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.041.06% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2012-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 A-1[a/b] Note EXHIBIT A-2 – Form of Class A-2 A-2[a/b] Note EXHIBIT A-3 – Form of Class A-3 A-3[a/b] Note EXHIBIT A-4 – Form of Class A-4 A-4[a/b] Note [EXHIBIT A-5 – Form of Class A-5[a/b] Note] EXHIBIT B – Form of Class B B[a/b] Note [EXHIBIT C – Form of Class C Note C[a/b] Note] [EXHIBIT D – Form of Class D[a/b] Note] [EXHIBIT E – Form of Class E[a/b] Note] EXHIBIT [F] – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E [G] – Form of Indenture Trustee’s Annual Certification EXHIBIT F [H] – Form of Transferor Certificate EXHIBIT G [I] – Form of Investment Letter THIS INDENTURE dated as of May 19[___], 2021 20[___] (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI [SELECT] AUTO RECEIVABLES [RECEIVABLES] TRUST 2021-B20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[___], 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 0.11025% A-1[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% A-2[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% A-3[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% A-4[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-4 Notes”), [Class B 1.04% A-5[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-5 Notes”)][,] [and] Class B[a/b] [[___]%][One-Month LIBOR plus [__]%] 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 [and the Class A-5 Notes], the “Notes”]) [, and Class C 1.29% C[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes Notes[, the Class A-5 Notes] and the Class B Notes, the “Notes”):)] [, and Class D[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class D Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B Notes and the Class C Notes, the “Notes”)] [and Class E[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class E Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”)]: GRANTING CLAUSE

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 74 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 75 Section 12.03 Information to Be Provided by the Indenture Trustee 68 75 Section 12.04 Regulation AB Reports by Indenture Trustee 69 76 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 A-1[a/b] Note EXHIBIT A-2 – Form of Class A-2 A-2[a/b] Note EXHIBIT A-3 – Form of Class A-3 A-3[a/b] Note EXHIBIT A-4 – Form of Class A-4 A-4[a/b] Note [EXHIBIT A-5 – Form of Class A-5[a/b] Note] EXHIBIT B – Form of Class B B[a/b] Note [EXHIBIT C – Form of Class C Note C[a/b] Note] [EXHIBIT D – Form of Class D[a/b] Note] [EXHIBIT E – Form of Class E[a/b] Note] [EXHIBIT F – Form of Class F[a/b] Note] EXHIBIT [G] – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E [H] – Form of Indenture Trustee’s Annual Certification EXHIBIT F [I] – Form of Transferor Certificate EXHIBIT G [J] – Form of Investment Letter THIS INDENTURE dated as of May 19[ ], 2021 20[ ] (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI [SELECT] AUTO RECEIVABLES [RECEIVABLES] TRUST 202120[ ]-B[ ], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[WORLD OMNI [SELECT] AUTO [RECEIVABLES] GRANTOR TRUST 20[ ]-[ ], a national banking associationDelaware statutory trust (the “Grantor Trust”)] and [ ], a [ ], 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 0.11025% A-1[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% A-2[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% A-3[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% A-4[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-4 Notes”), [Class B 1.04% A-5[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-5 Notes”)][,] [and] Class B[a/b] [[ ]%][Benchmark plus [ ]%] 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 [and the Class A-5 Notes], the “Notes”]) [, and Class C 1.29% C[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes Notes[, the Class A-5 Notes] and the Class B Notes, the “Notes”):)] [, and Class D[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class D Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B Notes and the Class C Notes, the “Notes”)][,] [and] [Class E[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class E Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”)] [and Class F[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class F Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B Notes, the Class C Notes, the Class D Notes and the Class E 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], 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 which will be acquired by the Issuing Entity from time to time during the [Funding Period][Revolving Period] pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables] and all monies received thereon and in respect thereof after the [applicable] Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the 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[,] [and] the Pre-Funding Account] [and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, [the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the [Initial] RPA Assignment [and any Subsequent RPA Assignment], and the Sale and Servicing Agreement, including 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;][the Interest Rate Caps;] and [(i)] all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). [The Grantor Trust 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], all of the Grantor Trust’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to the Grantor Trust Collateral.] [The Grantor Trust hereby acknowledges and agrees to the Issuing Entity’s Grant of a security interest in the Grantor Trust Certificate.] The foregoing Grant[s] [is][are] 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], equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

Appears in 1 contract

Samples: World Omni Auto Receivables LLC

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 62 Section 12.03 Information to Be Provided by the Indenture Trustee 68 63 Section 12.04 Regulation AB Reports by Indenture Trustee 69 64 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E D – Form of Indenture Trustee’s Annual Certification EXHIBIT F E – Form of Transferor Certificate EXHIBIT G F – Form of Investment Letter THIS INDENTURE dated as of May 19[___], 2021 20[___] (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-B20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[___], 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 0.11025[___]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20[___]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42[___]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69[___]% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.04[___]% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B A-4 Notes, the “Notes”):

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 66 Section 12.03 Information to Be Provided by the Indenture Trustee 68 66 Section 12.04 Regulation AB Reports by Indenture Trustee 69 68 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 A-1[a/b] Note EXHIBIT A-2 – Form of Class A-2 A-2[a/b] Note EXHIBIT A-3 – Form of Class A-3 A-3[a/b] Note EXHIBIT A-4 – Form of Class A-4 A-4[a/b] Note EXHIBIT B – Form of Class B B[a/b] Note [EXHIBIT C – Form of Class C Note C[a/b] Note] EXHIBIT D [D] – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E [E] – Form of Indenture Trustee’s Annual Certification EXHIBIT F [F] – Form of Transferor Certificate EXHIBIT G [G] – Form of Investment Letter THIS INDENTURE dated as of May 19[___], 2021 20[___] (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-B20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[___], 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 0.11025% A-1[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% A-2[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% A-3[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% A-4[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-4 Notes”)[, and] Class B 1.04% B[a/b] [[___]%][One-Month LIBOR plus [__]%] 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”]) [and Class C 1.29% C[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes Notes, and the Class B Notes, 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], 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 which will be acquired by the Issuing Entity from time to time during the [Funding Period][Revolving Period] pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables] and all monies received thereon and in respect thereof after the [applicable] Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the 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[,] [and] the Pre-Funding Account] [and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, [the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the [Initial] RPA Assignment [and any Subsequent RPA Assignment], and the Sale and Servicing Agreement, including 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;][the Interest Rate Caps;] and [(i)] all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes [and the Interest Rate Swaps], 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] may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 8.1. Intent of the Parties; Reasonableness 67 61 Section 12.02 8.2. Additional Representations and Warranties of the Indenture Trustee 67 61 Section 12.03 8.3. Information to Be Provided by the Indenture Trustee 68 61 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s 8.4. Report on Assessment of Compliance EXHIBIT E – and Attestation 62 TABLE OF CONTENTS Page EXHIBITS Exhibit A Form of Indenture Trustee’s Assignment of Receivables in Aggregate Addition Accounts A-1 Exhibit B Form of Assignment of an Additional Collateral Certificates B-1 Exhibit C Form of Assignment of Receivables in New Accounts C-1 Exhibit D Form of Reassignment of Receivables in Removed Accounts D-1 Exhibit E-1 Form of Opinion of Counsel with respect to Amendments E-1-1 Exhibit E-2 Form of Opinion of Counsel with respect to Aggregate Addition Accounts E-2-1 Exhibit E-3 Form of Opinion of Counsel with respect to New Accounts E-3-1 Exhibit E-4 Provisions to be included in annual Opinion of Counsel E-4-1 Exhibit F Form of Annual Certification EXHIBIT F – Form F-1 Exhibit G Servicing Criteria to be Addressed in Assessment of Transferor Certificate EXHIBIT G – Form Compliance G-1 Schedule 1 List of Investment Letter THIS INDENTURE dated as Accounts Delivered to Indenture Trustee Schedule 2 List of May 19, 2021 (as it may be amended and supplemented from time Collateral Certificates Delivered to time, this “Indenture”) is between WORLD OMNI AUTO Indenture Trustee This THIRD AMENDED AND RESTATED TRANSFER AGREEMENT among AMERICAN EXPRESS RECEIVABLES TRUST 2021-BFINANCING CORPORATION VIII LLC, a Delaware statutory trust limited liability company, as transferor (the “Issuing EntityTransferor”), AMERICAN EXPRESS ISSUANCE TRUST II, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK MELLON, a national New York banking associationcorporation, as trustee and not in its individual capacity as indenture trustee (the “Indenture Trustee”), is made and entered into as of April 1, 2018. Each party agrees The Transferor, the Issuer and the Indenture Trustee previously entered into the Transfer Agreement, dated as of October 24, 2012, which was amended and restated on March 12, 2013 and on July 29, 2016 (as amended and restated, the “Original Transfer Agreement”). The parties hereto agree to and do hereby amend and restate the Original Transfer Agreement to read in its entirety as set forth herein. In consideration of the mutual agreements herein contained, the parties to this Agreement hereby agree that this Agreement, together with the Transaction Documents (each capitalized term as hereinafter defined), will define the contractual rights and responsibilities of the Transferor, the Issuer and the Indenture Trustee, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest, and hereby further agree 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 0.11025% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.04% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes parties and the Class B Notes, the “Notes”):Noteholders:

Appears in 1 contract

Samples: Transfer Agreement (American Express Receivables Financing Corp VIII LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 60 Section 12.03 Information to Be Provided by the Indenture Trustee 68 60 Section 12.04 Regulation AB Reports by Indenture Trustee 69 61 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note Transferor Certificate EXHIBIT D – Form of Investment Letter EXHIBIT E – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19, 2021 [ ] (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 202120[ ]-B[ ], a Delaware statutory trust [ ] (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], a national New York banking association, corporation as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.11025[ ]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20[ ]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42[ ]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69[ ]% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.04[ ]% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, 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 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.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 59 Section 12.03 Information to Be Provided by the Indenture Trustee 68 59 Section 12.04 Regulation AB Reports by Indenture Trustee 69 60 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 A-3a Note EXHIBIT A-4 – Form of Class A-3b Note EXHIBIT A-5 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C Form of Class C Note Transferor Certificate EXHIBIT D Form of Investment Letter EXHIBIT E Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE dated as of May 19July 30, 2021 2008 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212008-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NEW YORK MELLON, a national New York banking association, corporation as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.110252.99840% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.204.13% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42A-3a 5.13% Asset-Backed Notes (the “Class A-3a Notes”), Class A-3b Floating Rate Asset-Backed Notes (the “Class A-3b Notes” and, together with the Class A-3a Notes, the “Class A-3 Notes”), Class A-4 0.695.58% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.040.00% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, 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, 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 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 and (i) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, 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 may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2008-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 67 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 67 58 Section 12.03 Information to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 59 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Form of Class A-1 Note EXHIBIT A-2 – Form of Class A-2 Note EXHIBIT A-3 – Form of Class A-3 Note EXHIBIT A-4 – Form of Class A-4 Note EXHIBIT B – Form of Class B Note EXHIBIT C – Form of Class C Note EXHIBIT D – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – D Form of Investment Letter THIS INDENTURE dated as of May 19September 20, 2021 2006 (as it may be amended and supplemented from time to time, this “Indenture”) is ), between WORLD OMNI AUTO RECEIVABLES TRUST 20212006-B, a Delaware statutory trust (the “Issuing Entity”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDEUTSCHE BANK TRUST COMPANY AMERICAS, a national New York banking associationcorporation, 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 0.110255.37388% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.205.30% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.425.15% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.695.12% Asset-Backed Notes (the “Class A-4 Notes”), ) and Class B 1.045.26% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B 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, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the 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 from time to time, including the Reserve Account Initial Deposit and Reserve Account Subsequent Transfer Deposits, 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 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; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables Trust 2006-B)

Compliance with Regulation AB. Section 12.01 Intent EXHIBITS: Exhibit A-1 Form of the Parties; Reasonableness 67 Section 12.02 Additional Representations and Warranties Class A-1 Certificates Exhibit A-2 Form of the Indenture Trustee 67 Section 12.03 Class A-2 Certificates Exhibit A-3 Form of Class A-3 Certificates Exhibit A-4 Form of Class A-4 Certificates Exhibit A-5 Form of Class A-5 Certificates Exhibit B-1 Form of Class B-1 Certificates Exhibit B-2 Form of Class B-2 Certificates Exhibit B-3 Form of Class B-3 Certificates Exhibit B-4 Form of Class B-4 Certificates Exhibit C-1-1 Form of Class R Certificates Exhibit C-1-2 Form of Class R-X Certificates Exhibit C-2 Form of Class M-1 Certificates Exhibit C-3 Form of Class M-2 Certificates Exhibit C-4 Form of Class M-3 Certificates Exhibit C-5 Form of Class M-4 Certificates Exhibit C-6 Form of Class M-5 Certificates Exhibit C-7 Form of Class M-6 Certificates Exhibit C-8-1 Form of Class CE-1 Certificates Exhibit C-8-2 Form of Class CE-2 Certificates Exhibit C-9 Form of Class P Certificates Exhibit D Mortgage Loan Schedule Exhibit E Form of Request for Release Exhibit F-1 Form of Trustee’s or Custodian’s Initial Certification Exhibit F-2 Form of Trustee’s or Custodian’s Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Lost Note Affidavit Exhibit I Form of ERISA Representation Exhibit J-1 Form of Investment Letter Non-Rule 144A Exhibit J-2 Form of Investment Letter Rule 144A Exhibit K Form of Residual Certificate Transfer Affidavit Exhibit L Form of Transferor Certificate Exhibit M Monthly Information Provided by Servicer Exhibit N Form of Officer’s Certificate with Respect to Prepayments Exhibit O-1 Form of Certification to Be Provided by the Indenture Trustee 68 Section 12.04 Regulation AB Reports by Indenture Trustee 69 SCHEDULE A – Schedule of Receivables EXHIBIT A-1 – Servicer with Form 10-K Exhibit O-2 Form of Class A-1 Note EXHIBIT A-2 – Backup Certification to Be Provided by the Trustee Exhibit P Form of Class A-2 Note EXHIBIT A-3 – Power of Attorney Exhibit Q Form of Class A-3 Note EXHIBIT A-4 – Swap Agreement Exhibit R-1 Form 1122(d) Servicing Criteria Letter Exhibit R-2 Form of Class A-4 Note EXHIBIT B – Item 1123 Certification (Servicer) Exhibit S Form of Class B Note EXHIBIT C – 8-K Disclosure Exhibit T Form of Class C Note EXHIBIT 10-D Disclosure Exhibit U Form 10-K Disclosure This Pooling and Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT E – Form of Indenture Trustee’s Annual Certification EXHIBIT F – Form of Transferor Certificate EXHIBIT G – Form of Investment Letter THIS INDENTURE Agreement is dated as of May 19March 1, 2021 (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI AUTO RECEIVABLES TRUST 2021-B, a Delaware statutory trust 2007 (the “Issuing EntityAgreement”), among CITIGROUP MORTGAGE LOAN TRUST INC., as depositor (the “Depositor”), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as Sponsor (the “Sponsor”), LXXXXX LOAN SERVICING LP, as servicer (the “Servicer”) and WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, 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 0.11025% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.20% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.42% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.69% Asset-Backed Notes (the “Class A-4 Notes”), Class B 1.04% Asset-Backed Notes (the “Class B Notes”) and Class C 1.29% Asset-Backed Notes (the “Class C Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):.

Appears in 1 contract

Samples: Distribution Instructions (C-Bass Mortgage Loan Trust 2007-Cb3)

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