Common use of Transfer Restrictions on Notes Clause in Contracts

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion opinion of Counsel counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counselopinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest Except in a Retained Note will be deemed transfer to represent the Depositor or by the Depositor to an Affiliate thereof that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986Code), as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall not be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), Person unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained such Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for U.S. United States federal income tax purposes (a “Debt Opinion”). Any transfereeafter such sale, pledge, or other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)transfer. Any attempted sale, pledge pledge, or other transfer in contravention of this Section 2.04(bsubsection (b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Notes. (c) [Reserved]. (d) By acquiring a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note, each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note will bear a legend reflecting such deemed representation. (e) By directly or indirectly acquiring a Retained Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows: (i) it understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions; (ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A; (iii) [Reserved]; (iv) it understands that Issuing Entity, the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and (v) Issuing Entity, the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F H (the “Transferor Certificate”) and Exhibit G I (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), ) (iias such restriction relates to a Retained Note other than a Class E Note) and Sections 2.04(b)(ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.4 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture). Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and Indenture Trustee. (b) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation (or the interpretation thereof). Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement. (c) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless No Note shall be transferred or assigned, and until such Notes have been sold pursuant to a transaction registered under no interest in any Note shall be transferred or assigned, unless the Securities ActNoteholder and the transferee or assignee, no as applicable, comply with the terms and conditions of this Section 2.4. No transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Laws or is exempt from the registration requirements under the Securities Act and such state securities lawsLaws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor Diversified or by the Depositor Diversified to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsLaws, in order to assure compliance with the Securities Act and such lawsLaws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing EntityIssuer, the Indenture Trustee and WOAR Diversified in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F B (the “Transferor Certificate”) and Exhibit G C (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree toby its acceptance of such Note, have agreed to indemnify the Issuing Entity, the Owner TrusteeIssuer, the Indenture Trustee, WOAR Trustee and World Omni Diversified (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsLaws. (id) SaleSubject to the other terms and provisions hereof, pledge any Noteholder may at any time grant to any participant participations in all or part of the payments due to it, and its rights under this Indenture and the Note Purchase Agreement, in a minimum amount that is not less than the minimum denominations set forth in Section 2.2. No participant shall be entitled to receive any amount in excess of the amount the participating Noteholder would be entitled to receive hereunder or any of the other Basic Documents. In connection with any such transfer to a participant, such Noteholder, at its sole discretion but subject to the provisions of the Note Purchase Agreement, shall be entitled to distribute to any participant any information furnished to such Noteholder pursuant to the Note Purchase Agreement or the Indenture so long as the participant holds a participation or similar interest in the obligation due to such Noteholder in respect of the Noteholder’s respective Note. Each Noteholder, by acceptance of a Note, acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Noteholder’s direct obligations hereunder or under the Note Purchase Agreement and that, other than as set forth in this Section 2.4(d), none of the Issuer, the Indenture Trustee, the Manager or any other Person shall have any obligation to have any communication or relationship whatsoever with any participant of such Noteholder in order to enforce the obligations of such Noteholder hereunder and under the Note Purchase Agreement. Each Noteholder shall provide prior written notice to the Issuer and Diversified in writing of the identity and interest of each participant upon any such participation. Such Noteholder shall provide the Issuer and Diversified with respect to each participant appropriately executed copies of the forms required by this Section 2.4 and Section 2.12 with respect to itself and the related participant, treating the participant as though it were a Noteholder, and including any amendments and resubmissions, (A) prior to or promptly after any such participation and (B) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. Any participation shall be subject to the Noteholder’s compliance with, and causing the participant to comply with, the restrictions on transfer of Notes set forth herein as though a Retained participant were a Noteholder, and the purchaser acknowledgements set forth herein, as though such participant were a Noteholder. Notwithstanding anything herein to the contrary, neither the Indenture Trustee nor the Note may not Registrar shall have any duty to monitor, record or register any participation in a Note or any transfer of such participation, and regardless of whether the Indenture Trustee or Note Registrar has knowledge of such a participation, the Indenture Trustee and the Note Registrar shall be made entitled to deal solely with the Noteholders for all purposes under this Indenture. (e) By acquiring a PlanNote, each purchaser, transferee and owner of a beneficial interest in a Retained such Note will be deemed to represent that either (1) it is not a Plan; acquiring the Notes with the assets of any Plan or (ii2) sale, pledge or transfer the acquisition and holding of a Retained Note may only be made such Notes will not give rise to a Person who is a “United States person” (within the meaning nonexempt prohibited transaction under Section 406 of ERISA or Section 7701(a)(30) 4975 of the Internal Revenue Code or a violation of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of Similar Law. Each Note will bear a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or legend reflecting such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Noterepresentation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan, and each Retained Note will bear a legend reflecting such deemed representation; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either each case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) sale, pledge a plan described in Section 4975(e)(1) of the Code or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity (each, a “Benefit Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA or Section 4975 of the Code and will not subject the Owner Trustee, the Indenture Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents; provided, however, that the Indenture Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that either (i) the Class B Note should be treated as indebtedness without substantial equity features or (ii) the purchase and holding of a Class B Note by a Benefit Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Benefit Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code. The preparation and delivery of the certificate and opinions referred to above shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); ) and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been who has delivered to the Indenture Trustee and a certificate in the Depositor and (B) form of paragraph 4 to the Depositor shall have provided prior written approvalInvestment Letter attached hereto as Exhibit D from such Person to the effect that such Person is a United States Person; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall Indenture Trustee will not continue to apply to require such Retained Notes (covered by the opinion described in this clause) certificate in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth notes with the assets of (i) an employee benefit plan (as defined in Section 2.14 3(3) of the Employee Retirement Income Security Act of 1974, as amended (as if Section 2.14(a“ERISA”)) applied that is subject to the Retained Notes). Any attempted saleprovisions of Title I of ERISA, pledge or other transfer (ii) a plan described in contravention of this Section 2.04(b4975(e)(1) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained NoteCode or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (2) the acquisition and holding of the Class A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. Each Class A Note will bear a legend reflecting such deemed representation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F H (the “Transferor Certificate”) and Exhibit G I (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan, and each Retained Note will bear a legend reflecting such deemed representation; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii2.04(b)(ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan, and each Retained Note will bear a legend reflecting such deemed representation; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F H (the “Transferor Certificate”) and Exhibit G I (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.4 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture). Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and Indenture Trustee. (b) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally as determined by the Issuer. Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement. (c) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless No Note shall be transferred or assigned, and until such Notes have been sold pursuant to a transaction registered under no interest in any Note shall be transferred or assigned, unless the Securities ActNoteholder and the transferee or assignee, no as applicable, comply with the terms and conditions of this Section 2.4. No transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Laws or is exempt from the registration requirements under the Securities Act and such state securities lawsLaws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor Diversified or by the Depositor Diversified to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsLaws, in order to assure compliance with the Securities Act and such lawsLaws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing EntityIssuer, the Indenture Trustee and WOAR Diversified in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F B (the ““ Transferor Certificate”) and Exhibit G C (the ““ Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree toby its acceptance of such Note, have agreed to indemnify the Issuing Entity, the Owner TrusteeIssuer, the Indenture Trustee, WOAR Trustee and World Omni Diversified (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsLaws. (id) SaleSubject to the other terms and provisions hereof, pledge any Noteholder may at any time grant to any participant participations in all or part of the payments due to it, and its rights under this Indenture and the Note Purchase Agreement, in a minimum amount that is not less than the minimum denominations set forth in Section 2.2. No participant shall be entitled to receive any amount in excess of the amount the participating Noteholder would be entitled to receive hereunder or any of the other Basic Documents. In connection with any such transfer to a participant, such Noteholder, at its sole discretion but subject to the provisions of the Note Purchase Agreement, shall be entitled to distribute to any participant any information furnished to such Noteholder pursuant to the Note Purchase Agreement or the Indenture so long as the participant holds a participation or similar interest in the obligation due to such Noteholder in respect of the Noteholder’s respective Note. Each Noteholder, by acceptance of a Note, acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Noteholder’s direct obligations hereunder or under the Note Purchase Agreement and that, other than as set forth in this Section 2.4(d), none of the Issuer, the Indenture Trustee, the Manager or any other Person shall have any obligation to have any communication or relationship whatsoever with any participant of such Noteholder in order to enforce the obligations of such Noteholder hereunder and under the Note Purchase Agreement. Each Noteholder shall provide prior written notice to the Issuer and Diversified in writing of the identity and interest of each participant upon any such participation. Such Noteholder shall provide the Issuer and Diversified with respect to each participant appropriately executed copies of the forms required by this Section 2.4 and Section 2.12 with respect to itself and the related participant, treating the participant as though it were a Noteholder, and including any amendments and resubmissions, (A) prior to or promptly after any such participation and (B) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. Any participation shall be subject to the Noteholder’s compliance with, and causing the participant to comply with, the restrictions on transfer of Notes set forth herein as though a Retained participant were a Noteholder, and the purchaser acknowledgements set forth herein, as though such participant were a Noteholder. Notwithstanding anything herein to the contrary, neither the Indenture Trustee nor the Note may not Registrar shall have any duty to monitor, record or register any participation in a Note or any transfer of such participation, and regardless of whether the Indenture Trustee or Note Registrar has knowledge of such a participation, the Indenture Trustee and the Note Registrar shall be made entitled to deal solely with the Noteholders for all purposes under this Indenture. (e) By acquiring a PlanNote, each purchaser, transferee and owner of a beneficial interest in a Retained such Note will be deemed to represent that either (1) it is not a Plan; acquiring the Notes with the assets of any Plan or (ii2) sale, pledge or transfer the acquisition and holding of a Retained Note may only be made such Notes will not give rise to a Person who is a “United States person” (within the meaning nonexempt prohibited transaction under Section 406 of ERISA or Section 7701(a)(30) 4975 of the Internal Revenue Code or a violation of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of Similar Law. Each Note will bear a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or legend reflecting such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Noterepresentation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)). A Person other than the Depositor or an affiliate thereof acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14; and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 [RESERVED]% of the Code), Outstanding Principal Balance of that class of Retained Note or (y) to a Special Pass-Through Entity, in each case under this clause (iii)case, unless (A) an Opinion opinion of Counsel counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in this Section 2.04(b)(i), (ii) and (iii2.04(b) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counselopinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)purposes. Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” U.S. Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”))) and is not acquiring such Retained Notes with the assets of any Plan; and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan, and each Retained Note will bear a legend reflecting such deemed representation; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) salea plan described in Section 4975(e)(1) of the Code, pledge or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that (i) the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents and (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note: (i) may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and who has delivered to the Indenture Trustee a certificate in the form of 1986, paragraph 4 to the Investment Letter attached hereto as amended Exhibit D from such Person to the effect that such Person is a United States Person; and (ii) (other than the “Code”)); Class B Notes issued to and (iiiheld by the Depositor or its Affiliates) no sale, pledge, or transfer of a Retained Note shall not be made (x) to any one person by subdividing the Class B Notes upon transfer or exchange in a manner such that the resulting Class B Note if it had been sold in the original offering would have had an initial principal amount of less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $50,000), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the this restrictions in Section 2.04(b)(i), the subsection (iic) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth in Section 2.14 notes with the assets of any Plan or (as if Section 2.14(a2) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio acquisition and the purported transferor will continue to be treated as the owner holding of the Retained NoteClass A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or Similar Law. Each Class A Note will bear a legend reflecting such deemed representation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F H (the “Transferor Certificate”) and Exhibit G I (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan, and each Retained Note will bear a legend reflecting such deemed representation; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii2.04(b)(ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) salea plan described in Section 4975(e)(1) of the Code, pledge or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that (i) the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Servicer or WOAR to any obligation in addition to those undertaken in the Basic Documents and (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note: (i) may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and who has delivered to the Indenture Trustee a certificate in the form of 1986, paragraph 4 to the Investment Letter attached hereto as amended Exhibit D from such Person to the effect that such Person is a United States Person; and (ii) (other than the “Code”)); Class B Notes issued to and (iiiheld by the Depositor or its Affiliates) no sale, pledge, or transfer of a Retained Note shall not be made (x) to any one person by subdividing the Class B Notes upon transfer or exchange in a manner such that the resulting Class B Note if it had been sold in the original offering would have had an initial principal amount of less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $50,000), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the this restrictions in Section 2.04(b)(i), the subsection (iic) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth in Section 2.14 notes with the assets of any Plan or (as if Section 2.14(a2) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio acquisition and the purported transferor will continue to be treated as the owner holding of the Retained NoteClass A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or Similar Law. Each Class A Note will bear a legend reflecting such deemed representation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (the “Code”))any Plan; and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in the case of a transfer pursuant to Rule 144A described in Section 2.04(e) or a transfer to the Depositor or by the Depositor to an Affiliate thereofDepositor, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant to Rule 144A described in Section 2.04(e) or a transfer to the Depositor or by the Depositor to an Affiliate thereofDepositor, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (b) Except in the case of a transfer described in Section 2.04(e) or a transfer to or by the Depositor, transfer of a Class B Note shall not be made to any Person unless the Indenture Trustee has received (A) a certificate in the form of paragraph 3 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is not and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that (i) the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Servicer or WOAR to any obligation in addition to those undertaken in the Basic Documents and (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Sale, pledge pledge, or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; Class B Note: (iii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and who has delivered to the Indenture Trustee a certificate in the form of 1986, paragraph 4 to the Investment Letter attached hereto as amended Exhibit D from such Person to the effect that such Person is a United States Person; and (ii) (other than the “Code”)); Class B Notes issued to and (iiiheld by the Depositor or its Affiliates) no shall not be made by subdividing the Class B Notes upon sale, pledge, transfer or transfer exchange in a manner such that a resulting Class B Note if it had been sold in the original offering would have had an initial principal amount of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code), but in no event less than $50,000) and if such Class B Note is sold, pledged, or (y) transferred to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion opinion of Counsel counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity Trust to be treated as an association (or “publicly traded partnership), in either case, ”) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approvalpurposes; provided, however, that the restrictions in Section 2.04(b)(i), this subsection (iic) and (iii) above shall not continue to apply to such Retained Class B Notes (covered issued to and held by the opinion described in this clauseDepositor or its Affiliates after sale, pledge, or other transfer by such holder(s) in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained such Class B Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for U.S. United States federal income tax purposes (a “Debt Opinion”). Any transfereeafter such sale, pledge, or other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)transfer. Any attempted sale, pledge pledge, or other transfer in contravention of this Section 2.04(bsubsection (c) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Class B Notes. (d) By acquiring a Class A Note, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent that either (1) it is not acquiring the notes with the assets of any Plan or (2) the acquisition and holding of the Class A Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each Class A Note will bear a legend reflecting such deemed representation. (e) By directly or indirectly acquiring a Class B Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows: (i) it understands that the Class B Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Class B Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Class B Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Class B Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of the Class B Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of the Class B Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions; (ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring the Class B Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of the Class B Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A; (iii) either (i) it is not and is not acting on behalf of a Plan or (ii) the purchase and holding of any such Class B Note by such Transferee will not constitute or result in a nonexempt prohibited transaction under ERISA, Section 4975 of the Code or Similar Law; (iv) it understands that the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of the Class B Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and (v) the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Transfer Restrictions on Notes. (a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.4 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture). Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and Indenture Trustee. (b) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation (or the interpretation thereof). Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement. (c) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless No Note shall be transferred or assigned, and until such Notes have been sold pursuant to a transaction registered under no interest in any Note shall be transferred or assigned, unless the Securities ActNoteholder and the transferee or assignee, no as applicable, comply with the terms and conditions of this Section 2.4. No transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Laws or is exempt from the registration requirements under the Securities Act and such state securities lawsLaws. Except in a transfer pursuant to Rule 144A Diversified or a transfer to the Depositor OCM or by the Depositor Diversified or OCM to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsLaws, in order to assure compliance with the Securities Act and such lawsLaws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing EntityIssuer, the Indenture Trustee and WOAR Diversified in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F B (the “Transferor Certificate”) and Exhibit G C (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree toby its acceptance of such Note, have agreed to indemnify the Issuing Entity, the Owner TrusteeIssuer, the Indenture Trustee, WOAR and World Omni Diversified (in any capacity) and OCM against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsLaws. (id) SaleSubject to the other terms and provisions hereof, pledge any Noteholder may at any time grant to any participant participations in all or part of the payments due to it, and its rights under this Indenture and the Note Purchase Agreement, in a minimum amount that is not less than the minimum denominations set forth in Section 2.2. No participant shall be entitled to receive any amount in excess of the amount the participating Noteholder would be entitled to receive hereunder or any of the other Basic Documents. In connection with any such transfer to a participant, such Noteholder, at its sole discretion but subject to the provisions of the Note Purchase Agreement, shall be entitled to distribute to any participant any information furnished to such Noteholder pursuant to the Note Purchase Agreement or the Indenture so long as the participant holds a participation or similar interest in the obligation due to such Noteholder in respect of the Noteholder’s respective Note. Each Noteholder, by acceptance of a Note, acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Noteholder’s direct obligations hereunder or under the Note Purchase Agreement and that, other than as set forth in this Section 2.4(d), none of the Issuer, the Indenture Trustee, the Manager or any other Person shall have any obligation to have any communication or relationship whatsoever with any participant of such Noteholder in order to enforce the obligations of such Noteholder hereunder and under the Note Purchase Agreement. Each Noteholder shall provide prior written notice to the Issuer and Diversified in writing of the identity and interest of each participant upon any such participation. Such Noteholder shall provide the Issuer and Diversified with respect to each participant appropriately executed copies of the forms required by this Section 2.4 and Section 2.12 with respect to itself and the related participant, treating the participant as though it were a Noteholder, and including any amendments and resubmissions, (A) prior to or promptly after any such participation and (B) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. Any participation shall be subject to the Noteholder’s compliance with, and causing the participant to comply with, the restrictions on transfer of Notes set forth herein as though a Retained participant were a Noteholder, and the purchaser acknowledgements set forth herein, as though such participant were a Noteholder. Notwithstanding anything herein to the contrary, neither the Indenture Trustee nor the Note may not Registrar shall have any duty to monitor, record or register any participation in a Note or any transfer of such participation, and regardless of whether the Indenture Trustee or Note Registrar has knowledge of such a participation, the Indenture Trustee and the Note Registrar shall be made entitled to deal solely with the Noteholders for all purposes under this Indenture. (e) By acquiring a PlanNote, each purchaser, transferee and owner of a beneficial interest in a Retained such Note will be deemed to represent that either (1) it is not a Plan; acquiring the Notes with the assets of any Plan or (ii2) sale, pledge or transfer the acquisition and holding of a Retained Note may only be made such Notes will not give rise to a Person who is a “United States person” (within the meaning nonexempt prohibited transaction under Section 406 of ERISA or Section 7701(a)(30) 4975 of the Internal Revenue Code or a violation of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of Similar Law. Each Note will bear a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or legend reflecting such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Noterepresentation.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)). A Person other than the Depositor or an Affiliate thereof acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14; and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 [RESERVED]% of the Code), Outstanding Principal Balance of that class of Retained Note or (y) to a Special Pass-Through Entity, in each case under this clause (iii)case, unless (A) an Opinion opinion of Counsel counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in this Section 2.04(b)(i), (ii) and (iii2.04(b) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counselopinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)purposes. Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) salea plan described in Section 4975(e)(1) of the Code, pledge or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents; provided, however, that the Indenture Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that either (i) the Class B Note should be treated as indebtedness without substantial equity features or (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); ) and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been who has delivered to the Indenture Trustee and a certificate in the Depositor and (B) form of paragraph 4 to the Depositor shall have provided prior written approvalInvestment Letter attached hereto as Exhibit D from such Person to the effect that such Person is a United States Person; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall Indenture Trustee will not continue to apply to require such Retained Notes (covered by the opinion described in this clause) certificate in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth notes with the assets of (i) an employee benefit plan (as defined in Section 2.14 3(3) of the Employee Retirement Income Security Act of 1974, as amended (as if Section 2.14(a“ERISA”)) applied that is subject to the Retained Notes). Any attempted saleprovisions of Title I of ERISA, pledge or other transfer (ii) a plan described in contravention of this Section 2.04(b4975(e)(1) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained NoteCode or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (2) the acquisition and holding of the Class A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. Each Class A Note will bear a legend reflecting such deemed representation.

Transfer Restrictions on Notes. (a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.4 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture). Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and Indenture Trustee. (b) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation (or the interpretation thereof). Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement. (c) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless No Note shall be transferred or assigned, and until such Notes have been sold pursuant to a transaction registered under no interest in any Note shall be transferred or assigned, unless the Securities ActNoteholder and the transferee or assignee, no as applicable, comply with the terms and conditions of this Section 2.4. No transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Laws or is exempt from the registration requirements under the Securities Act and such state securities lawsLaws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor Diversified or by the Depositor Diversified to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsLaws, in order to assure compliance with the Securities Act and such lawsLaws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing EntityIssuer, the Indenture Trustee and WOAR Diversified in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F B (the “Transferor Certificate”) and Exhibit G C (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree toby its acceptance of such Note, have agreed to indemnify the Issuing Entity, the Owner TrusteeIssuer, the Indenture Trustee, WOAR Trustee and World Omni Diversified (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsLaws. (id) SaleSubject to the other terms and provisions hereof, pledge any Noteholder may at any time grant to any participant participations in all or part of the payments due to it, and its rights under this Indenture and the Note Purchase Agreement, in a minimum amount that is not less than the minimum denominations set forth in Section 2.2. No participant shall be entitled to receive any amount in excess of the amount the participating Noteholder would be entitled to receive hereunder or any of the other Basic Documents. In connection with any such transfer to a participant, such Noteholder, at its sole discretion but subject to the provisions of the Note Purchase Agreement, shall be entitled to distribute to any participant any information furnished to such Noteholder pursuant to the Note Purchase Agreement or the Indenture so long as the participant holds a participation or similar interest in the obligation due to such Noteholder in respect of the Noteholder’s respective Note. Each Noteholder, by acceptance of a Note, acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Noteholder’s direct obligations hereunder or under the Note Purchase Agreement and that, other than as set forth in this Section 2.4(d), none of the Issuer, Diversified Holdings, the Indenture Trustee, the Manager or any other Person shall have any obligation to have any communication or relationship whatsoever with any participant of such Noteholder in order to enforce the obligations of such Noteholder hereunder and under the Note Purchase Agreement. Each Noteholder shall provide prior written notice to the Issuer and Diversified in writing of the identity and interest of each participant upon any such participation. Such Noteholder shall provide the Issuer and Diversified with respect to each participant appropriately executed copies of the forms required by this Section 2.4 and Section 2.12 with respect to itself and the related participant, treating the participant as though it were a Noteholder, and including any amendments and resubmissions, (A) prior to or promptly after any such participation and (B) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. Any participation shall be subject to the Noteholder’s compliance with, and causing the participant to comply with, the restrictions on transfer of Notes set forth herein as though a Retained participant were a Noteholder, and the purchaser acknowledgements set forth herein, as though such participant were a Noteholder. Notwithstanding anything herein to the contrary, neither the Indenture Trustee nor the Note may not Registrar shall have any duty to monitor, record or register any participation in a Note or any transfer of such participation, and regardless of whether the Indenture Trustee or Note Registrar has knowledge of such a participation, the Indenture Trustee and the Note Registrar shall be made entitled to deal solely with the Noteholders for all purposes under this Indenture. (e) By acquiring a PlanNote, each purchaser, transferee and owner of a beneficial interest in a Retained such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a Plan; nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law. Each Note will bear a legend reflecting such deemed representation. (f) With respect to the Class B Notes (the “Transfer-Restricted Notes”), such purchaser (including any transferee thereof): (i) represents and agrees on its own behalf and on behalf of any beneficial owner for which it is purchasing a Transfer-Restricted Note that (1) (A) either (I) the beneficial owner of such Transfer-Restricted Note is not and so long as such person is a beneficial owner of such Transfer-Restricted Note, will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “flow-through entity”) or (II) if such beneficial owner is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any interest in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the aggregate interest of such flow-through entity in the combined value of the Transfer-Restricted Notes, any other interest in the Issuer or any interest created under this Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of such flow-through entity in any Transfer-Restricted Note to permit the Issuer to satisfy the 100 partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii) necessary for the Issuer not to be classified as a publicly traded partnership under the Code, or (B) it will deliver a written opinion of nationally recognized U.S. tax counsel that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, (2) such beneficial owner will not sell, assign, transfer, pledge or otherwise convey any interest in an amount less than 100% of the minimum denomination of the Transfer-Restricted Note or participating interest in any Transfer-Restricted Note, or purchase or enter into any financial instrument or contract that the value of which is determined by reference in whole or in part to any Transfer-Restricted Note and (3) such beneficial owner is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of or cause to be marketed any Transfer-Restricted Note (or interest therein) on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and Treasury Regulations Section 1.7704-1(b), including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations; (ii) salewill deliver to the Indenture Trustee and the Issuer either (1) a letter of representation in the form of Exhibit C hereto representing to the Issuer and the Indenture Trustee that either (I) for so long as it holds such Transfer-Restricted Note (or a beneficial interest therein), it is not, and will not acquire such Transfer-Restricted Note or interest therein on behalf of a beneficial owner that is classified for U.S. federal income tax purposes as a flow-through entity, or (II) if such beneficial owner is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any interest in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the aggregate interest of such flow-through entity in the combined value of the Transfer-Restricted Notes, any other interest in the Issuer or any interest created under this Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of such flow-through entity in any Transfer-Restricted Note to permit the Issuer to satisfy the 100 partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii), or (2) a written opinion of nationally recognized U.S. tax counsel that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and (iii) will deliver a letter of representation to the Indenture Trustee and the Issuer representing in the form of Exhibit C hereto to the Issuer and the Indenture Trustee that it will not sell, transfer, assign, participate, pledge or otherwise dispose of or cause to be marketed any Transfer-Restricted Note (or any interest therein), (1) on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and Treasury Regulations Section 1.7704-1(b), including without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (2) in an amount less than 100% of the minimum denomination of the Transfer-Restricted Note or purchase or enter into any financial instrument or contract that the value of which is determined by reference in whole or in part to any Transfer-Restricted Note. Any transfer in violation of clauses (i) through (iii) above shall be null and void ab initio. (g) Other than with respect to (i) CMAC Fund 1, L.P. of $390,000 in aggregate of Class B Notes on the Closing Date, (ii) Future Fund Board of Guardians for and on behalf of Medical Research Future Fund, of $250,000 in aggregate of Class B Notes on the Closing Date and (iii) Future Fund Board of Guardians, of $500,000 in aggregate of Class B Notes on the Closing Date (all such Notes, the “Relevant Transfer-Restricted Notes”), and solely with respect to such purchasers and their respective purchases of the Relevant Transfer-Restricted Notes (and not any subsequent sale or transfer of a Retained Note may only be made to a Person who any Class B Notes or other Transfer Restricted Notes, or any interest therein), each purchaser and their respective transferees represents and agrees on its own behalf and on behalf of any beneficial owner for which it is purchasing such Transfer-Restricted Notes that it is and will remain a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (and will deliver an IRS Form W-9 to the “Code”)); and (iii) Issuer or its agent. It further agrees that no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (the Class B Notes or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code)Transfer-Restricted Notes (or any interest therein) will be effective, or (y) to a Special Pass-Through Entity, in each case under this clause (iii)and no such transfer will be recognized, unless such transferee (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such saleor, pledgeif, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered purposes, such transferee is a disregarded entity, its sole regarded tax owner) is a "United States person" within the meaning of Section 7701(a)(30) of the Code that delivers an IRS Form W-9 to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge Issuer or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)its agent. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein transfer in violation of this clause (g) shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be null and void ab initio and the purported transferor will continue to be treated as the owner of the Retained Noteinitio.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F [I] (the “Transferor Certificate”) and Exhibit G [J] (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (b) (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes [or cause the Issuing Entity to fail to qualify as a grantor trust for U.S. federal income tax purposes] shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), ) (iias such restriction relates to a Retained Note other than a Class E Note) and Sections 2.04(b)(ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes [and will not cause the Issuing Entity to fail to qualify as a grantor trust for U.S. federal income tax purposes] (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F [F] (the “Transferor Certificate”) and Exhibit G [G] (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion opinion of Counsel counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counselopinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F [H] (the “Transferor Certificate”) and Exhibit G [I] (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest in a Retained Note will be deemed to represent that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and is not acquiring such Retained Notes with the assets of 1986, as amended (any Plan that is subject to Title I of ERISA or Section 4975 of the “Code”)); and (iiiii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), ) or (y) to a Special Pass-Through Entity, in each case under this clause (iiiii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, ) taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iiiii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. federal income tax purposes (a “Debt Opinion”)purposes. Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.04(b2.4(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

Transfer Restrictions on Notes. (a) [As of the date of this Indenture, the Retained Class [ ] Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class [ ] Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class [ ]Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.] (ib) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest [Except in a Retained Note will be deemed transfer to represent the Depositor or by the Depositor to an Affiliate thereof that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986Code), as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Class [ ] Note shall not be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), Person unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained such Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for U.S. United States federal income tax purposes (a “Debt Opinion”). Any transfereeafter such sale, pledge, or other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)transfer. Any attempted sale, pledge pledge, or other transfer in contravention of this Section 2.04(bsubsection (b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Class [ ]Notes.[ (c) [Reserved]. (d) By acquiring a [Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note], each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each [Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note] will bear a legend reflecting such deemed representation. (e) [By directly or indirectly acquiring a Class [ ] Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows: (i) it understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions; (ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A; (iii) [Reserved]; (iv) it understands that the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and (v) the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.]

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) salea plan described in Section 4975(e)(1) of the Code, pledge or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that (i) the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents and (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note: (i) may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and who has delivered to the Indenture Trustee a certificate in the form of 1986, paragraph 4 to the Investment Letter attached hereto as amended Exhibit D from such Person to the effect that such Person is a United States Person; and (ii) (other than the “Code”)); Class B Notes issued to and (iiiheld by the Depositor or its Affiliates) no sale, pledge, or transfer of a Retained Note shall not be made (x) to any one person by subdividing the Class B Notes upon transfer or exchange in a manner such that the resulting Class B Note if it had been sold in the original offering would have had an initial principal amount of less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity Trust from being treated as a “publicly traded partnership” under Section 7704 of the Codecode, but in no event less than $50,000), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the this restrictions in Section 2.04(b)(i), the subsection (iic) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth notes with the assets of (i) an employee benefit plan (as defined in Section 2.14 3(3) of the Employee Retirement Income Security Act of 1974, as amended (as if Section 2.14(a“ERISA”)) applied that is subject to the Retained Notes). Any attempted saleprovisions of Title I of ERISA, pledge or other transfer (ii) a plan described in contravention of this Section 2.04(b4975(e)(1) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained NoteCode, (iii) a plan subject to any federal, state or local law similar to the foregoing provision of ERISA or the Code (“Similar Law”) or (iv) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (2) the acquisition and holding of the Class A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. Each Class A Note will bear a legend reflecting such deemed representation or Similar Law.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class A-1 Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class A-1 Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class A-1 Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest Except in a Retained Note will be deemed transfer to represent the Depositor or by the Depositor to an Affiliate thereof that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(307710(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to transfer of a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer Class A-1 Note shall not cause the Issuing Entity be made to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event any Person unless counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained such Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for U.S. United States federal income tax purposes (a “Debt Opinion”). Any transfereeafter such sale, pledge, or other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)transfer. Any attempted sale, pledge pledge, or other transfer in contravention of this Section 2.04(bsubsection (b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Class A-1 Notes. (c) [Reserved] (d) By acquiring a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note, each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note will bear a legend reflecting such deemed representation. (e) By directly or indirectly acquiring a Class A-1 Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows: (i) it understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions; (ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A; (iii) [Reserved]; (iv) it understands that the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and (v) the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F C (the “Transferor Certificate”) and Exhibit G D (the “Investment Letter”). Except in the case of a transfer pursuant as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereoftransaction, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion opinion of Counsel counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer Transfer of a Retained Class B Note may shall not be made to any Person unless the Indenture Trustee has received (A) a Plan, each purchaser, transferee and owner certificate in the form of a beneficial interest in a Retained Note will be deemed paragraph 3 to represent the Investment Letter attached hereto as Exhibit D from such Person to the effect that it such Person is not a Plan; and is not acting on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) salea plan described in Section 4975(e)(1) of the Code, pledge or transfer (iii) any entity whose underlying assets include plan assets by reason of a Retained plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Indenture Trustee and WOAR to the effect that (i) the purchase and holding of such Class B Note will not constitute or result in the assets of the Issuing Entity being deemed to be “plan assets” subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee or WOAR to any obligation in addition to those undertaken in the Basic Documents and (ii) the purchase and holding of a Class B Note by a Plan or a Person that is purchasing or holding such a Class B Note with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Indenture Trustee, World Omni (in any capacity) or WOAR. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. (c) Transfer of a Class B Note: (i) may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code Code) and who has delivered to the Indenture Trustee a certificate in the form of 1986, paragraph 4 to the Investment Letter attached hereto as amended Exhibit D from such Person to the effect that such Person is a United States Person; and (ii) (other than the “Code”)); Class B Notes issued to and (iiiheld by the Depositor or its Affiliates) no sale, pledge, or transfer of a Retained Note shall not be made (x) to any one person by subdividing the Class B Notes upon transfer or exchange in a manner such that the resulting Class B Note if it had been sold in the original offering would have had an initial principal amount of less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $50,000), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the this restrictions in Section 2.04(b)(i), the subsection (iic) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event that counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained Class B Notes to be sold, pledged, or transferred will be characterized as indebtedness for U.S. United States federal income tax purposes purposes. (a “Debt Opinion”). Any transferee, other than the Depositor or an Affiliate thereof, d) By acquiring a Retained Note or an Class A Note, each initial purchaser, transferee and owner of a beneficial interest therein shall will be deemed to have made represent that either (1) it is not acquiring the representations set forth notes with the assets of (i) an employee benefit plan (as defined in Section 2.14 3(3) of the Employee Retirement Income Security Act of 1974, as amended (as if Section 2.14(a“ERISA”)) applied that is subject to the Retained Notes). Any attempted saleprovisions of Title I of ERISA, pledge or other transfer (ii) a plan described in contravention of this Section 2.04(b4975(e)(1) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained NoteCode, (iii) a plan subject to any Similar Law or (iv) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (2) the acquisition and holding of the Class A Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or Similar Law. Each Class A Note will bear a legend reflecting such deemed representation or Similar Law.

Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Class A-1 Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F E (the “Transferor Certificate”) and Exhibit G F (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAct and state securities laws, which Opinion opinion of Counsel counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of WOAR or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Class A-1 Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Class A-1 Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (ib) Sale, pledge or transfer of a Retained Note may not be made to a Plan, each purchaser, transferee and owner of a beneficial interest Except in a Retained Note will be deemed transfer to represent the Depositor or by the Depositor to an Affiliate thereof that it is not a Plan; (ii) sale, pledge or transfer of a Retained Note may only be made to a Person who is a “United States person” Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986Code), as amended (the “Code”)); and (iii) no sale, pledge, or transfer of a Retained Class A-1 Note shall not be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Issuing Entity from being treated as a “publicly traded partnership” under Section 7704 of the Code), or (y) to a Special Pass-Through Entity, in each case under this clause (iii), Person unless (A) an Opinion of Counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.04(b)(i), (ii) and (iii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an Opinion of Counsel, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, opinion to the effect that the Retained such Notes to be sold, pledged, or otherwise transferred by the Depositor or its Affiliates will be characterized as indebtedness for U.S. United States federal income tax purposes (a “Debt Opinion”). Any transfereeafter such sale, pledge, or other than the Depositor or an Affiliate thereof, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14 (as if Section 2.14(a) applied to the Retained Notes)transfer. Any attempted sale, pledge pledge, or other transfer in contravention of this Section 2.04(bsubsection (b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Class A-1 Notes. (c) [Reserved]. (d) By acquiring a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note, each initial purchaser, transferee and owner of a beneficial interest in such Note will be deemed to represent that either (1) it is not acquiring the Notes with the assets of any Plan or (2) the acquisition and holding of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law. Each Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or a Class B Note will bear a legend reflecting such deemed representation. (e) By directly or indirectly acquiring a Class A-1 Note in a transaction pursuant to Rule 144A, each initial purchaser, transferee and owner of a beneficial interest will be deemed to represent, warrant and agree as follows: (i) it understands that such Notes have not been registered under the Securities Act, and may not be sold except as permitted in the following sentence. It understands and agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and (y) that such Notes may be resold, pledged or transferred only (i) to the Depositor, (ii) to an “accredited investor” as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form of the Investment Letter, (iii) so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom it reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Indenture Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Indenture Trustee), satisfactory to the Indenture Trustee and the Depositor, be delivered to the Indenture Trustee and the Depositor to the effect that such transfer will not violate the Securities Act, and will be effected in accordance with any applicable securities laws of each state of the United States. It will notify any purchaser of such Notes from it of the above resale restrictions, if then applicable. It further understands that in connection with any transfer of such Notes by it that the Indenture Trustee and the Depositor may request, and if so requested it will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions; (ii) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring such Notes for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). It is familiar with Rule 144A under the Securities Act and is aware that the seller of such Notes and other parties intend to rely on the foregoing representations, warranties and acknowledgements and the exemption from the registration requirements of the Securities Act provided by Rule 144A; (iii) [Reserved]; (iv) it understands that the Indenture Trustee, the Depositor and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and it agrees that if any of the acknowledgments, representations and warranties deemed to have been made by it by its purchase of such Notes, for its own account or for one or more accounts as to each of which it exercises sole investment discretion, are no longer accurate, it shall promptly notify the Depositor; and (v) the Indenture Trustee and the Depositor are entitled to rely upon the foregoing representations, warranties and acknowledgements and are irrevocably authorized to produce the foregoing representations, warranties and acknowledgments or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.