Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 Section 12.03 Information to Be Provided by the Indenture Trustee 61 Section 12.04 Regulation AB Reports by Indenture Trustee 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29, 2013 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 2013-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.13% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

Appears in 2 contracts

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

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Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 68 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29June 24, 2013 2020 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132020-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.26763% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.640.63% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.82% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.131.22% Asset-Backed Notes (the “Class B Notes”) and Class C 2.05% 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 A-4 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 2020-B), Indenture (World Omni Auto Receivables Trust 2020-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 65 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 65 Section 12.03 Information to Be Provided by the Indenture Trustee 61 65 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29October 17, 2013 2018 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132018-AD, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230002.44054% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.643.33% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.873.44% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.133.67% Asset-Backed Notes (the “Class B Notes”) and Class C 3.87% 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 A-4 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 LLC), Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 64 Section 12.03 Information to Be Provided by the Indenture Trustee 61 65 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29August 1, 2013 2018 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132018-AC, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230002.36000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.432.80% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.643.13% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.873.27% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.133.40% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D G – Form of Indenture Trustee’s Annual Certification EXHIBIT E H – Form of Transferor Certificate EXHIBIT F I – Form of Investment Letter THIS INDENTURE dated as of May 29September 16, 2013 2020 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 20132020-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230000.20633% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.47% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.55% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.84% Asset-Backed Notes (the “Class B Notes”), Class C 1.25% 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 B Notes, the Class C Notes and the Class A-4 D 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 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 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 68 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 2919, 2013 2021 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132021-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASWILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.11025% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.20% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.42% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.69% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.131.04% 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 A-4 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 2021-B), Indenture (World Omni Auto Receivables Trust 2021-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 68 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D G – Form of Indenture Trustee’s Annual Certification EXHIBIT E H – Form of Transferor Certificate EXHIBIT F I – Form of Investment Letter THIS INDENTURE dated as of May 29September 22, 2013 2021 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 20132021-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASWILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.09567% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.29% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.53% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.85% Asset-Backed Notes (the “Class B Notes”), Class C 1.09% 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 B Notes, the Class C Notes and the Class A-4 D 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 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 61 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 63 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29March 4, 2013 2015 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132015-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.34% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.75% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.132.04% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29April 23, 2013 2014 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132014-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASUNION BANK, N.A., a New York national banking corporationassociation, 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 0.230000.20000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.94% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.53% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.80% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 62 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29October 30, 2013 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 2013-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.48% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.83% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.32% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.72% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

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 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29November 3, 2013 2021 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132021-AD, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.11772% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.35% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.81% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.10% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.131.52% Asset-Backed Notes (the “Class B Notes”) and Class C 1.72% 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 A-4 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 2021-D), Indenture (World Omni Auto Receivables Trust 2021-D)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 63 Section 12.03 Information to Be Provided by the Indenture Trustee 61 64 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29March 10, 2013 2011 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132011-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230000.29442% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.64% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.641.11% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.91% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.132.33% Asset-Backed Notes (the “Class B Notes”) and Class C 2.48% 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 A-4 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 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29August 11, 2013 2021 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132021-AC, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASWILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.11273% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.22% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.44% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.64% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.130.84% Asset-Backed Notes (the “Class B Notes”) and Class C 1.06% 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 A-4 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 2021-C), Indenture (World Omni Auto Receivables Trust 2021-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29August 19, 2013 2020 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132020-AC, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230000.20684% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.35% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.48% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.61% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.130.87% Asset-Backed Notes (the “Class B Notes”) and Class C 1.39% 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 A-4 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 2020-C), Indenture (World Omni Auto Receivables Trust 2020-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29March 11, 2013 2020 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132020-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230001.04922% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.10% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.23% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.131.44% Asset-Backed Notes (the “Class B Notes”) and Class C 1.64% 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 A-4 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 2020-A), Indenture (World Omni Auto Receivables Trust 2020-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 63 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 63 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29October 14, 2013 2015 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132015-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230000.41000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.49% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.84% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.132.15% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D G – Form of Indenture Trustee’s Annual Certification EXHIBIT E H – Form of Transferor Certificate EXHIBIT F I – Form of Investment Letter THIS INDENTURE dated as of May 29October 9, 2013 2019 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI SELECT AUTO RECEIVABLES TRUST 20132019-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230002.12123% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.642.00% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.132.17% Asset-Backed Notes (the “Class B Notes”), Class C 2.38% 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 B Notes, the Class C Notes and the Class A-4 D 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 61 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 67 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29February 10, 2013 2021 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132021-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230000.13857% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.17% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.30% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.48% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.130.64% Asset-Backed Notes (the “Class B Notes”) and Class C 0.89% 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 A-4 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 2021-A), Indenture (World Omni Auto Receivables Trust 2021-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 64 Section 12.03 Information to Be Provided by the Indenture Trustee 61 64 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29January 30, 2013 2019 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132019-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230002.72616% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.433.02% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.643.04% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.873.22% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.133.34% Asset-Backed Notes (the “Class B Notes”) and Class C 3.54% 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 A-4 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 2019-A), Indenture (World Omni Auto Receivables Trust 2019-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May October 29, 2013 2014 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132014-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.23000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.14% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.68% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.95% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 64 Section 12.03 Information to Be Provided by the Indenture Trustee 61 64 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29March 23, 2013 2016 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132016-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230000.62000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.431.32% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.641.77% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.871.95% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.00% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 64 Section 12.03 Information to Be Provided by the Indenture Trustee 61 64 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 D E – Form of Indenture Trustee’s Annual Certification EXHIBIT E F – Form of Transferor Certificate EXHIBIT F G – Form of Investment Letter THIS INDENTURE dated as of May 29November 14, 2013 2019 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132019-AC, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICASMUFG UNION BANK, N.A., a New York national banking corporationassociation, 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 0.230001.90481% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.96% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.872.03% Asset-Backed Notes (the “Class A-4 Notes”) and ), Class B 1.132.20% Asset-Backed Notes (the “Class B Notes”) and Class C 2.40% 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 A-4 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 2019-C), Indenture (World Omni Auto Receivables Trust 2019-C)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 64 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 64 Section 12.03 Information to Be Provided by the Indenture Trustee 61 65 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29April 19, 2013 2017 (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 20132017-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230001.10000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43A-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 0.641.93% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.872.24% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.132.38% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

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 61 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 59 Section 12.03 Information to Be Provided by the Indenture Trustee 61 59 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 Transferor Certificate EXHIBIT D Form of Investment Letter EXHIBIT E Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29July 30, 2013 2008 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132008-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, a New York banking corporation, 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 0.230002.99840% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.434.13% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64A-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 0.875.58% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.00% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; Agreement 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 Counterparty may be adequately and effectively protected.

Appears in 1 contract

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

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Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 58 Section 12.03 Information to Be Provided by the Indenture Trustee 61 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – D Form of Investment Letter THIS INDENTURE dated as of May 29, 2013 [•] (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 2013-A20[•]-[•], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[•], a New York banking corporation[•], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000% [•]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% [•]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% [•]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% [•]% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.13% [•]% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if anyNotes, 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, Receivables which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, Period pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, 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, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Deposit and Reserve Account Subsequent Transfer Deposit, if anyDeposits, the Negative Carry Account Initial Deposit, if any, Deposit 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; and (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 anyNotes, 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: World Omni Auto Receivables LLC

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 66 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 66 Section 12.03 Information to Be Provided by the Indenture Trustee 61 66 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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[a/b] Note] EXHIBIT [D] – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D [E] – Form of Indenture Trustee’s Annual Certification EXHIBIT E [F] – Form of Transferor Certificate EXHIBIT F [G] – Form of Investment Letter THIS INDENTURE dated as of May 29[___], 2013 20[___] (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 2013-A20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[___], a New York banking corporation[___], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000% A-1[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% A-2[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% A-3[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% A-4[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-4 Notes”) and )[, and] Class B 1.13% 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[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, 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 [Initial] Receivables identified on the Initial [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, Receivables which will be acquired by the Issuing Entity from time to time during the [Funding Period][Revolving 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, Assignments with respect to such Subsequent Receivables Receivables] and all monies received thereon and in respect thereof after the applicable [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 [,] [and] the Pre-Funding Account, if any] [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, if any, Deposit 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 [Initial] RPA Assignment [and any Subsequent RPA Assignment], and the Sale and Servicing Agreement, including the Initial [Initial] SSA Assignment [and any Subsequent Transfers SSA Assignment 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; Agreement;][the Interest Rate Caps;] 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 61 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 59 Section 12.03 Information to Be Provided by the Indenture Trustee 61 59 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 Transferor Certificate EXHIBIT D Form of Investment Letter EXHIBIT E Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29March 20, 2013 2008 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132008-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, a New York banking corporation, 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 0.230002.92200% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% Floating Rate Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64A-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 0.874.74% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.00% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; Agreement 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 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 61 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 58 Section 12.03 Information to Be Provided by the Indenture Trustee 61 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – D Form of Investment Letter THIS INDENTURE dated as of May 29September 20, 2013 2006 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132006-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230005.37388% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.435.30% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.645.15% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.875.12% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.135.26% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if anyNotes, 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, Accounts from time to time, including the Reserve Account Initial Deposit, any Deposit and Reserve Account Subsequent Transfer Deposit, if anyDeposits, 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; and (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 anyNotes, 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 2006-B)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29July 18, 2013 2012 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132012-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230000.29529% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.52% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.85% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.49% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

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 61 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 59 Section 12.03 Information to Be Provided by the Indenture Trustee 61 59 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – D Form of Investment Letter -- THIS INDENTURE dated as of May 29February 21, 2013 2007 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132007-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230005.32000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.435.32% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.645.23% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% Floating Rate Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.135.31% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps Swap and the Swap Counterparty Rights Agreement, if any; Agreement 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 anySwap, 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 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 61 62 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 63 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29[___], 2013 20[___] (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI AUTO RECEIVABLES TRUST 2013-A20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[___], a New York banking corporation[___], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000[___]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43[___]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64[___]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87[___]% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.13[___]% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.):

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 Section 12.03 Information to Be Provided by the Indenture Trustee 61 62 Section 12.04 Regulation AB Reports by Indenture Trustee 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29July 18, 2013 2012 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132012-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230000.29529% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.430.52% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.85% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.49% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

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 61 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 60 Section 12.03 Information to Be Provided by the Indenture Trustee 61 60 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 Transferor Certificate EXHIBIT D – Form of Investment Letter EXHIBIT E – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29April 14, 2013 2009 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132009-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 0.230001.62173% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.432.88% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.643.33% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.875.12% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.130.00% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

Appears in 1 contract

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

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 62 Section 12.03 Information to Be Provided by the Indenture Trustee 61 62 Section 12.04 Regulation AB Reports by Indenture Trustee 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29October 24, 2013 2012 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132012-AB, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 0.230000.24000% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.640.61% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.870.81% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.131.06% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

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 61 74 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 75 Section 12.03 Information to Be Provided by the Indenture Trustee 61 75 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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[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 D [H] – Form of Indenture Trustee’s Annual Certification EXHIBIT E [I] – Form of Transferor Certificate EXHIBIT F [J] – Form of Investment Letter THIS INDENTURE dated as of May 29[ ], 2013 20[ ] (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI [SELECT] AUTO RECEIVABLES [RECEIVABLES] TRUST 201320[ ]-A[ ], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK [WORLD OMNI [SELECT] AUTO [RECEIVABLES] GRANTOR TRUST COMPANY AMERICAS20[ ]-[ ], a New York banking corporationDelaware 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 0.23000% A-1[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% A-2[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% A-3[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% A-4[a/b] [[ ]%][Benchmark plus [ ]%] Asset-Backed Notes (the “Class A-4 Notes”) and ), [Class B 1.13% 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[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 Notes, the Class A-4 Notes[, the Class A-5 Notes] and the Class A-4 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, 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 [Initial] Receivables identified on the Initial [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, Receivables which will be acquired by the Issuing Entity from time to time during the [Funding Period][Revolving 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, Assignments with respect to such Subsequent Receivables Receivables] and all monies received thereon and in respect thereof after the applicable [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 [,] [and] the Pre-Funding Account, if any] [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, if any, Deposit 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 [Initial] RPA Assignment [and any Subsequent RPA Assignment], and the Sale and Servicing Agreement, including the Initial [Initial] SSA Assignment [and any Subsequent Transfers SSA Assignment 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; Agreement;][the Interest Rate Caps;] 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 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 is 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, 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 in accordance with the end that the interests provisions of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protectedthis Indenture.

Appears in 1 contract

Samples: World Omni Auto Receivables LLC

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 67 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 67 Section 12.03 Information to Be Provided by the Indenture Trustee 61 68 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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[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 D [G] – Form of Indenture Trustee’s Annual Certification EXHIBIT E [H] – Form of Transferor Certificate EXHIBIT F [I] – Form of Investment Letter THIS INDENTURE dated as of May 29[___], 2013 20[___] (as it may be amended and supplemented from time to time, this “Indenture”), ) is between WORLD OMNI [SELECT] AUTO RECEIVABLES [RECEIVABLES] TRUST 2013-A20[___]-[___], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[___], a New York banking corporation[___], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000% A-1[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43% A-2[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64% A-3[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87% A-4[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the “Class A-4 Notes”) and ), [Class B 1.13% 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[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 Notes, the Class A-4 Notes[, the Class A-5 Notes] and the Class A-4 B Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to )] [, and Class D[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the Indenture Trustee at “Class D Notes” and, together with the Closing DateClass A-1 Notes, as Indenture Trustee for the benefit of Class A-2 Notes, the Holders of Class A-3 Notes, the Class A-4 Notes, [the Class A-5 Notes,] the Class B 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 (collectivelyClass C Notes, the “CollateralNotes”). The foregoing Grant is made in trust to secure ] [and Class E[a/b] [[___]%][One-Month LIBOR plus [__]%] Asset-Backed Notes (the payment of principal of and interest on“Class E Notes” and, and any other amounts owing in respect oftogether 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 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 Class D 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.“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 61 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 Section 12.03 Information to Be Provided by the Indenture Trustee 61 62 Section 12.04 Regulation AB Reports by Indenture Trustee 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification [EXHIBIT E – Form of Transferor Certificate Certificate] [EXHIBIT F – Form of Investment Letter Letter] THIS INDENTURE dated as of May 29, 2013 [ ] (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 201320[ ]-A[ ], a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[ ], a New York banking corporation[ ], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.23000[ ]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43[ ]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64[ ]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87[ ]% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.13[ ]% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 58 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 59 Section 12.03 Information to Be Provided by the Indenture Trustee 61 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – D Form of Investment Letter THIS INDENTURE dated as of May 29March 1, 2013 2006 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 20132006-A, a Delaware statutory trust (the “Issuing Entity”), and DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 0.230004.85490% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.435.05% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.645.01% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.875.03% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.135.18% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if anyNotes, 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, Receivables which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, Period pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, 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, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Deposit and Reserve Account Subsequent Transfer Deposit, if anyDeposits, the Negative Carry Account Initial Deposit, if any, Deposit 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; and (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 anyNotes, 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 2006-A)

Compliance with Regulation AB. Section 12.01 Intent of the Parties; Reasonableness 61 59 Section 12.02 Additional Representations and Warranties of the Indenture Trustee 61 60 Section 12.03 Information to Be Provided by the Indenture Trustee 61 60 Section 12.04 Regulation AB Reports by Indenture Trustee 63 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 Transferor Certificate EXHIBIT D – Form of Investment Letter EXHIBIT E – Servicing Criteria for Indenture Trustee’s Assessment of Compliance EXHIBIT D – Form of Indenture Trustee’s Annual Certification EXHIBIT E – Form of Transferor Certificate EXHIBIT F – Form of Investment Letter THIS INDENTURE dated as of May 29, 2013 [ ] (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 201320[ ]-A[ ], a Delaware statutory trust [ ] (the “Issuing Entity”), and DEUTSCHE BANK TRUST COMPANY AMERICAS[ ], a New York banking corporation, 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 0.23000[ ]% Asset-Backed Notes (the “Class A-1 Notes”), Class A-2 0.43[ ]% Asset-Backed Notes (the “Class A-2 Notes”), Class A-3 0.64[ ]% Asset-Backed Notes (the “Class A-3 Notes”), Class A-4 0.87[ ]% Asset-Backed Notes (the “Class A-4 Notes”) and Class B 1.13[ ]% Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”): GRANTING CLAUSE The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (i) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

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