EXHIBIT 4.3


 


 


TRUST AGREEMENT


 


between


 


WORLD OMNI AUTO RECEIVABLES LLC,

as Depositor,


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Owner Trustee


 


Dated as of November 3, 2021


 


 


 







     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I Definitions	1
	Section 1.01	Capitalized Terms	1
	 	 	 
	ARTICLE II Organization	1
	Section 2.01	Name	1
	Section 2.02	Office	1
	Section 2.03	Purposes and Powers	1
	Section 2.04	Appointment of Owner Trustee	2
	Section 2.05	Initial Capital Contribution of Owner Trust Estate	2
	Section 2.06	Declaration of Trust	2
	Section 2.07	Liability of the Depositor and the Certificateholders	3
	Section 2.08	Title to Trust Property	3
	Section 2.09	Situs of Trust	3
	Section 2.10	Representations and Warranties of the Depositor	4
	Section 2.11	Financing Statements	5
	Section 2.12	Amended and Restated Trust Agreement	5
	 	 	 
	ARTICLE III Trust Certificates and Transfer of Interests	5
	Section 3.01	[Reserved]	5
	Section 3.02	The Trust Certificates	5
	Section 3.03	Authentication of Trust Certificates	5
	Section 3.04	Registration of Transfer and Exchange of Trust Certificates	6
	Section 3.05	Mutilated, Destroyed, Lost or Stolen Trust Certificates	8
	Section 3.06	Persons Deemed Owners	9
	Section 3.07	Access to List of Certificateholders’ Names and Addresses	9
	Section 3.08	Maintenance of Office or Agency	9
	Section 3.09	Appointment of Paying Agent	9
	Section 3.10	Representations of Certificateholders	10
	Section 3.11	Code Section 385 Restrictions	10
	 	 	 
	ARTICLE IV Actions by Owner Trustee	11
	Section 4.01	Prior Notice to Certificateholders with Respect to Certain Matters	11
	Section 4.02	Action by Certificateholders with Respect to Certain Matters	12
	Section 4.03	Action by Certificateholders with Respect to Bankruptcy	12
	Section 4.04	Restrictions on Certificateholders’ Power	12
	Section 4.05	Majority Control	13
	 	 	 
	ARTICLE V Application of Trust Funds; Certain Duties	13
	Section 5.01	[Reserved]	13
	Section 5.02	Application of Trust Funds	13
	Section 5.03	Method of Payment	13
	Section 5.04	No Segregation of Monies; No Interest	14
	Section 5.05	Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others	14




 






     


     


    

 


 


	Section 5.06	Signature on Returns	15
	 	 	 
	ARTICLE VI Authority and Duties of Owner Trustee	15
	Section 6.01	General Authority	15
	Section 6.02	General Duties	16
	Section 6.03	Action Upon Instruction	16
	Section 6.04	No Duties Except as Specified in this Agreement or in Instructions	17
	Section 6.05	No Action Except Under Specified Documents or Instructions	17
	Section 6.06	Restrictions	17
	Section 6.07	Execution of Notes	17
	Section 6.08	Doing Business in Other Jurisdictions	17
	 	 	 
	ARTICLE VII Concerning the Owner Trustee	18
	Section 7.01	Acceptance of Trusts and Duties	18
	Section 7.02	Furnishing of Documents	20
	Section 7.03	Representations and Warranties of the Owner Trustee	21
	Section 7.04	[Reserved]	21
	Section 7.05	Reliance; Advice of Counsel	21
	Section 7.06	Not Acting in Individual Capacity	22
	Section 7.07	Owner Trustee Not Liable for Trust Certificates or Receivables	22
	Section 7.08	Owner Trustee May Own Trust Certificates and Notes	22
	Section 7.09	Legal Proceedings	23
	Section 7.10	Communications Regarding Demands to Repurchase Receivables	23
	Section 7.11	Electronic Communications
	23
	 	 	 
	ARTICLE VIII Compensation of Owner Trustee	24
	Section 8.01	Owner Trustee’s Fees and Expenses	24
	Section 8.02	Indemnification	24
	Section 8.03	Payments to the Owner Trustee	25
	 	 	 
	ARTICLE IX Termination of Trust Agreement	25
	Section 9.01	Termination of Trust Agreement	25
	 	 	 
	ARTICLE X Successor Owner Trustees and Additional Owner Trustees	26
	Section 10.01	Eligibility Requirements for Owner Trustee	26
	Section 10.02	Resignation or Removal of Owner Trustee	26
	Section 10.03	Successor Owner Trustee	27
	Section 10.04	Merger or Consolidation of the Owner Trustee	28
	Section 10.05	Appointment of Co-Trustee or Separate Trustee	28
	 	 	 
	ARTICLE XI Miscellaneous	29
	Section 11.01	Supplements and Amendments	29
	Section 11.02	No Legal Title to Owner Trust Estate in Certificateholders	31
	Section 11.03	Limitations on Rights of Others	31
	Section 11.04	Notices	31
	Section 11.05	Severability	32
	Section 11.06	Separate Counterparts; Electronic Signatures	32
	Section 11.07	Successors and Assigns	32
	Section 11.08	Covenants of the Depositor	32
	Section 11.09	No Petition	33




 






     


     


    

 


 


	Section 11.10	No Recourse	33
	Section 11.11	Headings	33
	Section 11.12	GOVERNING LAW	33
	Section 11.13	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	34
	 	 	 
	ARTICLE XII COMPLIANCE WITH REGULATION AB	35
	Section 12.01	Intent of the Parties; Reasonableness	35
	Section 12.02	Information to Be Provided by the Owner Trustee	35


 


	EXHIBIT A	Form of Trust Certificate
	EXHIBIT B	Form of Certificate of Trust
	EXHIBIT C	Form of Transferor Certificate
	EXHIBIT D	Form of Investment Letter
	EXHIBIT E	Form of Receivables




 






     


     


    

 


TRUST AGREEMENT


 


This TRUST AGREEMENT is dated
November 3, 2021, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and Wilmington
Trust, National Association, a national banking association, as owner trustee.


 


ARTICLE
I



Definitions


 


Section
1.01        Capitalized
Terms. Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of Appendix
A to the Sale and Servicing Agreement of even date herewith. All references herein to “the Agreement” or “this
Agreement” are to this Trust Agreement as it may be amended and supplemented from time to time, the Exhibits hereto and the
capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections
are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part
II of such Appendix A shall be applicable to this Agreement.


 


ARTICLE
II



Organization


 


Section
2.01        Name.
The Trust shall be known as “World Omni Auto Receivables Trust 2021-D” in which name the Owner Trustee may conduct
the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. The Trust shall
obtain and maintain qualification to transact business in the State of Alabama. For the purpose of qualifying to transact business in
the State of Alabama, the Trust may adopt the fictitious name of “World Omni Auto Receivables Trust 2021-D (Inc.)” and may
conduct the business of the Trust in the State of Alabama under such fictitious name.


 


Section
2.02        Office.
The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee
may designate by written notice to the Certificateholders and the Depositor.


 


Section
2.03        Purposes
and Powers. The purpose of the Trust is to engage in the following activities and the Trust shall have the power and authority:


 


(i)                
to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement
and to transfer the Notes and the Trust Certificates to the Depositor;


 


(ii)             
with the proceeds of the sale of the Notes, to purchase the Receivables, to make deposits into and withdrawals from the
Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;


 






     


     


    

 


(iii)           
to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the
filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to the terms
of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant
to, the Indenture;


 


(iv)            
to enter into and perform its obligations under the Basic Documents to which it is to be a party;


 


(v)              
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative
instruments;


 


(vi)            
to give the Issuing Entity Order to the Indenture Trustee to authenticate and deliver the Notes; and


 


(vii)         
subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders.


 


The Trust is hereby authorized
to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement or the Basic Documents.


 


Section
2.04        Appointment
of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have
all the rights, powers and duties set forth herein and under the Statutory Trust Act.


 


Section
2.05        Initial
Capital Contribution of Owner Trust Estate. In accordance with Section 3802(a) of the Statutory Trust Act, the Depositor has not made,
and is not required to make, a contribution to the Trust; provided that the Depositor may make a contribution to the Trust at its discretion.
The Owner Trustee hereby declares that it will hold any such contribution, which shall constitute the initial Owner Trust Estate. Notwithstanding
Section 8.01 hereof, the Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request
of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.


 


Section
2.06        Declaration
of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It
is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement
constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section
101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income
and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be
disregarded as an entity separate from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the
Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor and
the Owner Trustee (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) agree to take
no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under
Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole
Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms
consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee
shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with
respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the
filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar
qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.


 






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Section
2.07        Liability
of the Depositor and the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify any injured party for
all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Owner Trust
Estate) to the extent that the Depositor would be liable if the Trust was a partnership under the Delaware Revised Uniform Limited Partnership
Act in which the Depositor was a general partner; provided, however, that the Depositor shall not be liable
for any losses incurred by a Certificateholder in the capacity of an investor in the Trust Certificates, or by a Noteholder in the capacity
of an investor in the Notes. In addition, any third-party creditors of the Trust (other than in connection with the obligations described
in the preceding sentence for which the Depositor shall not be liable) shall be deemed third-party beneficiaries of this Section 2.07.


 


(b)       No
Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation
of the Trust.


 


Section
2.08        Title
to Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees,
in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.


 


Section
2.09        Situs
of Trust. The Trust will be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the States of Delaware or New York. The Trust shall not have any employees in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having
employees within or outside of the State of Delaware. Payments will be received by the Trust only in the States of Delaware or New York,
and payments will be made by the Trust only from the States Delaware or New York. The only office of the Trust shall be the principal
corporate trust office of the Owner Trustee located at its Corporate Trust Office.


 






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Section
2.10        Representations
and Warranties of the Depositor.  The Depositor hereby represents and warrants to the Owner Trustee that:


 


(a)              
The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and
such business is presently conducted.


 


(b)              
The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained
all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals
would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.


 


(c)              
The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor
has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor
has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance
of this Agreement have been duly authorized by the Depositor by all necessary action.


 


(d)              
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a Default under,
the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or
provisions of, or constitute (with or without notice or lapse of time) a Default under, any indenture, agreement or other instrument to
which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate
any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or
of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor
or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens
or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.


 


(e)              
To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties:
(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust
Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii)
seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor
of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the
Depositor and which might materially and adversely affect the U.S. federal, state and local income and franchise tax characterization
or attributes of the Trust or the Trust Certificates.


 






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Section
2.11        Financing
Statements. The Trust hereby authorizes the filing of financing statements in connection with the grant of a security interest to
the Indenture Trustee pursuant to the granting clause of the Indenture. In addition, the Trust hereby ratifies any such financing statements
filed prior to the date hereof.


 


Section
2.12        Amended
and Restated Trust Agreement. This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement
dated as of September 28, 2021, between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust
Agreement amends and restates in its entirety the Initial Trust Agreement.


 


ARTICLE
III


Trust Certificates and Transfer of Interests


 


Section
3.01        [Reserved].


 


Section
3.02        The
Trust Certificates. The Trust Certificates shall represent in the aggregate a 100% Percentage Interest in the Trust. On the date hereof,
the Depositor or its designee shall be the sole Certificateholder of each of the Trust Certificates and each of the Trust Certificates
shall be registered, upon initial issuance, in the name of the Depositor or its designee. The Trust Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Trust Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf
of the Owner Trustee, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold
such offices at the date of authentication and delivery of such Trust Certificates.


 


A transferee of a Trust Certificate
shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon
such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.


 


Section
3.03        Authentication
of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president,
secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a
Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate
a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or, upon the
instructions of the Depositor, the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates
shall be dated the date of their authentication.


 






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Section
3.04        Registration
of Transfer and Exchange of Trust Certificates. The certificate registrar (the “Certificate Registrar”) shall keep
or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a certificate register (the “Certificate
Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for
the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Indenture Trustee
shall be the initial Certificate Registrar.


 


The Trust Certificates have
not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate
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. 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 Certificateholder desiring to effect such transfer and such Certificateholder’s
prospective transferee shall each certify to the Owner Trustee and the Depositor in writing the facts surrounding the transfer in substantially
the forms set forth in Exhibit C (the “Transferor Certificate”) and Exhibit D (the “Investment
Letter”). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect
to a Rule 144A transaction, there shall also be delivered to the Certificate Registrar, the Owner Trustee and the Depositor an opinion
of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of
counsel shall not be an expense of the Trust, the Certificate Registrar, the Owner Trustee or the Indenture Trustee (unless it is the
transferee from whom such opinion is to be obtained) or of the Depositor 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. The Depositor shall provide to any Certificateholder and any prospective transferee designated by any such Certificateholder
information regarding the Certificates 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 Certificate without registration thereof under the Securities Act pursuant
to the registration exemption provided by Rule 144A. Each Certificateholder desiring to effect such a transfer shall, and does hereby
agree to, indemnify the Issuing Entity, the Certificate Registrar, the Owner Trustee, the Indenture Trustee, the Depositor 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.


 


No transfer of a Trust Certificate
shall be made to any Person unless the Certificate Registrar 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 will not be and is not acting on
behalf of or acquiring the notes with the assets of any person that is or will be (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 Title
I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986 as amended (the “Code”)
subject to Section 4975 of the Code, (iii) any entity or account whose underlying assets include “plan assets” (within
the meaning of the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA
(the “Plan Asset Regulation”)) or (iv) any U.S. governmental plan, non-U.S. plan, church plan or any other employee
benefit plan, account or arrangement that is subject to any U.S. federal, state, local or non-U.S. law that is substantially similar to
Title I of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”) or (B) an opinion
of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that the purchase and holding
of such Trust Certificate by such Person (i) will not result in the assets of the Issuing Entity being deemed to be “plan assets”
(within meaning of the Plan Asset Regulation) or subject to Similar Law and will not subject the Owner Trustee, the Indenture Trustee,
the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and
(ii) will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of 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 Certificate Registrar, the Indenture Trustee, World Omni (in any capacity) or the Depositor.
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.


 






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No transfer of a Trust Certificate
shall be made to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar has received (A) a certificate in the
form of paragraph 4 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is a
 “United States person” within the meaning of Section 7701(a)(30) of the Code and (B) the Depositor, the Certificate Registrar,
the Owner Trustee and the Indenture Trustee shall have received an opinion of counsel (which counsel is independent from the Depositor
and the Trust) that such action shall not cause the 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 and such transferee or assignee shall agree to take positions for
tax purposes consistent with the tax positions set forth in Section 2.06 of this Agreement as agreed to be taken by the Certificateholder.


 


The Certificate Registrar shall
cause each Certificate to contain a legend stating that transfer of the Certificates is subject to certain restrictions and referring
prospective purchasers of the Certificates to the terms of this Agreement with respect to such restrictions.


 


Upon surrender for registration
of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall
execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication
by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other
Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.08. No Certificate (other than the Certificates issued to and held by
the Depositor or its Affiliates) may be subdivided upon transfer or exchange in a manner such that any resulting Certificate(s) or beneficial
ownership of a Certificate held through a party considered a nominee for U.S. federal income tax purposes represent(s) less than a 2.00%
fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being
treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided
interest in the Trust).


 






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Every Trust Certificate presented
or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory
to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or such Certificateholder’s attorney duly
authorized in writing. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.


 


No service charge shall be made
for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates.


 


The preceding provisions of
this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges
of, Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.


 


No transfer of a Trust Certificate
or any interest therein shall be made unless the Certificateholder shall have first surrendered such Trust Certificate to the Certificate
Registrar for registration of transfer, or if such Trust Certificate shall have been mutilated, destroyed, lost or stolen, the Certificateholder
must first comply with Section 3.05 hereof.


 


During the period described
in 17 CFR Part 246.12(f)(1), no Certificateholder may sell, transfer, finance, assign, participate, pledge or otherwise dispose of any
Certificate until the expiration of such period; provided, that, during such period, such Certificateholder may sell, transfer, finance,
assign, participate, pledge or otherwise dispose of any Certificate to World Omni or any “majority-owned affiliate” (as such
term is defined in 17 CFR Part 246.2) of World Omni in accordance with the restrictions contained in 17 CFR Part 246.12. Any purported
transfer of a Certificate not in accordance with this paragraph of Section 3.04 shall be null and void and shall not be given effect for
any purpose whatsoever. In no event shall the Owner Trustee, the Paying Agent or the Certificate Registrar have any responsibility to
monitor compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall either of them be liable to any investor,
Noteholder, party or any other Person whatsoever for violation of such rules or requirements or such similar provisions now or hereafter
in effect.


 


Section
3.05        Mutilated,
Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate
and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required
by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been acquired by a protected purchaser,
the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection
with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate
issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Certificate shall be found at any time.


 






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Section
3.06        Persons
Deemed Owners. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar
or any Paying Agent may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of
such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever,
and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.


 


Section
3.07        Access
to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the
Owner Trustee, the Servicer and the Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor
from the Owner Trustee, the Servicer or the Depositor, a list, in such form as the Owner Trustee, the Servicer or the Depositor may reasonably
require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or
one or more Certificateholders of Trust Certificates evidencing not less than a 25% Percentage Interest of the Certificates apply in writing
to the Certificate Registrar, and such application states that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Certificate Registrar shall, within five Business Days after the receipt of such application,
afford such applicants access during normal business hours to the current list of Certificateholders. Each Certificateholder, by receiving
and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate Registrar or the Owner
Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.


 


Section
3.08        Maintenance
of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where notices and demands to or upon
the Owner Trustee in respect of the Basic Documents may be served, and the Certificate Registrar shall maintain an office or offices or
agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Trust Certificates and Basic Documents may be served. The Owner Trustee initially
designates its Corporate Trust Office as its office for such purposes and the Indenture Trustee, as Certificate Registrar, initially designates
its Corporate Trust Office as its office for such purposes. Each of the Owner Trustee and the Certificate Registrar shall give prompt
written notice to the Depositor and to the Certificateholders of any change in the location of any such office or agency.


 


Section
3.09        Appointment
of Paying Agent. The Paying Agent shall make distributions to Certificateholders pursuant to Section 5.02. Any Paying
Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred
to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that
the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Indenture Trustee will
be the initial Paying Agent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Depositor shall appoint
a successor to act as Paying Agent (which shall be a bank or trust company). The Depositor shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Depositor to execute and deliver to the Owner Trustee an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner
Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.


 






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Section
3.10        Representations
of Certificateholders. Each Certificateholder, by its acceptance of a Trust Certificate issued hereunder, represents that it has,
independently and without reliance on the Owner Trustee or any other Person, and based on such documents and information as it has deemed
appropriate, made its own investment decision in respect of the Trust Certificate. Each Certificateholder also represents that it will,
independently and without reliance on the Owner Trustee or any other Person, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own decisions in taking or not taking action under this Trust Agreement and in connection
with its Trust Certificate. Except for notices, reports and other documents expressly required to be furnished to the Certificateholders
by the Owner Trustee hereunder, the Owner Trustee shall not have any duty or responsibility to provide any Certificateholder with any
other information concerning the transactions contemplated hereby, the Trust, the Depositor or any other parties hereto or to any related
documents which may come into the possession of the Owner Trustee or any of its officers, directors, employees, agents, representatives
or attorneys-in-fact.


 


Section
3.11        Code
Section 385 Restrictions. Unless the Trust has received an Opinion of Counsel that the restriction on the proposed acquisition of
the Trust Certificate (or interest therein) described by this paragraph is no longer necessary to conclude that any such acquisition (and
subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply
to the applicable Notes described below in a manner that could cause an adverse effect on the Trust (including for the applicable Notes
to be treated as equity for U.S. federal income tax purposes) or the Trust to be treated as an association (or publicly traded partnership),
in either case, taxable as a corporation, (A) a Section 385 Certificateholder cannot acquire a Trust Certificate (or interest therein)
if (i) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Section
385 Certificateholder owns any Notes (other than Retained Notes) or (ii) a Section 385 Controlled Partnership of such expanded group owns
any Notes (other than Retained Notes) and (B) a Section 385 Certificateholder cannot hold the Trust Certificate (or interest therein)
if (i) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Section
385 Certificateholder acquires any Notes (other than Retained Notes) from the Trust, any Affiliate, or through the marketplace or (ii)
a Section 385 Controlled Partnership of such expanded group acquires any Notes (other than Retained Notes) from the Trust, any Affiliate,
or through the marketplace. The preceding sentence shall not apply if the holder or potential holder of the applicable Notes is (y) a
U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated U.S.
federal income tax return that includes each of any applicable related Section 385 Certificateholders (including in the case of a partnership,
the relevant “expanded group partner” (as defined in Treasury Regulation Section 1.385-3(g)(12))) or (z) a partnership all
the partners of which are either such U.S. corporate members as described in clause (y) or partnerships all of the partners of which are
such U.S. corporate members as described in clause (y). If a Certificateholder fails to comply with the requirements of this paragraph,
the Administrator is authorized, in the Administrator’s discretion, to compel such Certificateholder to sell its Certificate (or
interest therein) to a Person whose acquisition or holding thereof does not result in a failure to comply with this paragraph. In no event
shall the Owner Trustee or Certificate Registrar be held liable for any Default or nonperformance by the Administrator, and neither the
Owner Trustee nor the Certificate Registrar shall have any responsibility to monitor compliance with or be charged with knowledge of the
foregoing restrictions, nor shall either of them be liable to any investor, Noteholder, party or any other Person whatsoever for violation
of such restrictions.


 






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For the purposes of this section,
 “Section 385 Certificateholder” means a holder of a Trust Certificate (or interest therein), including such Person who would
become a Section 385 Certificateholder upon the transfer of a Trust Certificate (or interest therein) to such Person, that is (1) an entity
(foreign or domestic) that is treated as a corporation for U.S. federal income tax purposes, (2) an entity (foreign or domestic) that
(i) is treated as a partnership for U.S. federal income tax purposes and 80 percent or more of its ownership interests are controlled,
directly or indirectly, by an “expanded group,” within the meaning of Treasury Regulation Section 1.385-1(c)(4) and (ii) has
an expanded group partner (as defined in Treasury Regulation Section 1.385-3(g)(12)) that is an entity (foreign or domestic) that is treated
as a corporation for U.S. federal income tax purposes or (3) a disregarded entity or grantor trust of an entity described in clause (1)
or (2). For purposes of this section, “Section 385 Controlled Partnership” has the meaning set forth in Treasury Regulation
Section 1.385-1(c)(1) for a “controlled partnership.”


 


ARTICLE
IV



Actions by Owner Trustee


 


Section
4.01        Prior
Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take
action unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in
writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Certificateholders have withheld consent or provided alternative direction:


 


(a)              
the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection
of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned
claims or lawsuits for collection of the Receivables);


 






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(b)              
the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto
as Exhibit B (unless such amendment is required to be filed under the Statutory Trust Act);


 


(c)              
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;


 


(d)              
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required
and such amendment would materially adversely affect the interests of the Certificateholders; or


 


(e)              
the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement
any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders.


 


Section
4.02        Action
by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction
of the Certificateholders, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof,
(b) appoint a successor Administrator under the Administration Agreement pursuant to Section 8 thereof, (c) remove
the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof, (d) except as expressly provided
in the Basic Documents, sell the Receivables after the termination of the Indenture or (e) appoint, pursuant to the Indenture, a successor
Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Agreement, a successor Certificate Registrar, or consent to the
assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or
this Agreement, as applicable. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions
signed by the Certificateholders.


 


Section
4.03        Action
by Certificateholders with Respect to Bankruptcy. To the fullest extent permitted by applicable law, the Owner Trustee shall not have
any power to, and shall not, (i) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (ii) consent to
the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization
or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of
a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets
of the Trust, (v) make any assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its inability
to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any
of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, no Certificateholder
shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take
any Bankruptcy Action with respect to the Trust.


 


Section
4.04        Restrictions
on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any
action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of
the Basic Documents or would be contrary to Section 2.03 or contrary to applicable law, nor shall the Owner Trustee be obligated
to follow any such direction, if given.


 






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Section
4.05        Majority
Control. Except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken
by the Certificateholders of Trust Certificates evidencing in the aggregate at least a majority Percentage Interest. Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Certificateholders
of Trust Certificates evidencing in the aggregate at least a majority Percentage Interest at the time of the delivery of such notice.


 


ARTICLE
V



Application of Trust Funds; Certain Duties


 


Section
5.01        [Reserved].


 


Section
5.02        Application
of Trust Funds.


 


(a)              
On each Payment Date, subject to this Section 5.02(a), the Paying Agent shall distribute to Certificateholders, on
a pro rata basis, amounts pursuant to Sections 5.06(ii)(K) or (iii)(H), or Section 5.07(d) of the Sale and Servicing
Agreement with respect to such Payment Date.


 


The Certificateholders of 100%
Percentage Interest of the Trust Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture
Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the Collection Account
all or a portion of distributions otherwise payable to them pursuant to Section 5.06(ii)(K) or (iii)(H), or Section 5.07(d)
of the Sale and Servicing Agreement. If the Certificateholders make this election, these amounts will be treated as collections during
the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment
Date pursuant to Section 5.06(ii)(K) of the Sale and Servicing Agreement).


 


(b)              
On each Payment Date, the Paying Agent shall post a copy of the statement or statements provided to the Indenture Trustee
by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Payment Date on its internet
website promptly following its receipt thereof, for the benefit of the Certificateholder. The Paying Agent’s internet website shall
initially be located at https://pivot.usbank.com. Assistance in using the website can be obtained by calling the Paying Agent’s
bondholder services group at (800) 934-6802. The Paying Agent may, but shall not be obligated to, change the way the statements and information
are posted or distributed in order to make such distribution more convenient and/or accessible for such Certificateholders, and the Paying
Agent shall provide on the website timely and adequate notification to all parties regarding any such change.


 


Section
5.03        Method
of Payment. Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Payment Date shall be
made to each Certificateholder of record on the preceding Record Date either (x) by wire transfer, in immediately available funds,
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions no later than the Record Date prior to such Payment Date,
or (y) if such Certificateholder does not qualify under clause (x), by check mailed to such Certificateholder at the address of such
holder appearing in the Certificate Register. If there is a possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-U.S. Certificateholder), the Owner Trustee (or the Paying Agent on its behalf) may in its sole discretion
withhold such amounts in accordance with this Section 5.03. If a Certificateholder wishes to apply for a refund of any such withholding
tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.


 






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Section
5.04        No
Segregation of Monies; No Interest. Subject to Section 5.02, monies received by the Owner Trustee hereunder need not be segregated
in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions
as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. The Owner Trustee may establish accounts
and receive, maintain and disburse funds in accordance with the terms hereof and the Basic Documents.


 


Section
5.05        Accounting
and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder,
as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information,
reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. 
Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor
or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either
(i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date
hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service
shall determine that the Trust is required to file such a return.  In the event that there shall be two or more beneficial owners
of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall
cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided
to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates,
the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation
is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal
residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due
to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury
Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and
losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust.  The Administrator
shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the
Trust as an association taxable as a corporation.  The Depositor (or such designee Certificateholder, as applicable) shall promptly
sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with
the appropriate tax authorities.  In the event that a “partnership representative” within the meaning of the “Partnership
Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and
any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee
is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by
a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that
if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest”
(as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative.  The partnership
representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules,
and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided,
however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual
capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership
for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of
the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election
described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person
(or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder
(including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election,
either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated
to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior
to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts
paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).


 






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Section
5.06        Signature
on Returns.


 


The Depositor (or, if the Depositor
no longer owns any of the Trust Certificates, the Certificateholder designated for such purpose pursuant to Section 5.05) or the
Administrator (if permitted by law) shall sign the tax returns of the Trust on behalf of the Trust, unless applicable law requires the
Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner Trustee, as required by applicable law.


 


ARTICLE
VI



Authority and Duties of Owner Trustee


 


Section
6.01        General
Authority. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party,
the Notes and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is
to be a party and, in each case, in such form as the Depositor shall approve, as evidenced conclusively by the presentation of such documents
for execution to the Owner Trustee by the Depositor or its counsel. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time, but shall not be obligated, to take such action as the Administrator directs in writing with respect to the Basic Documents.


 






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Section
6.02        General
Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in the interest of the Certificateholders, subject to the Basic Documents and
in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged
its duties and responsibilities hereunder to the extent the Administrator has agreed in the Administration Agreement to perform any act
or to discharge any duty of the Owner Trustee or the Trust hereunder or under any Basic Document, and the Owner Trustee shall not be held
liable for the Default or failure of the Administrator to carry out its obligations under the Administration Agreement.


 


Section
6.03        Action
Upon Instruction.


 


(a)              
Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction
of the Certificateholders pursuant to Article IV.


 


(b)              
The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall
have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.


 


(c)              
Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms
of this Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under
the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner
Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee shall not
be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days
of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances)
it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents,
as it shall deem necessary, and shall have no liability to any Person for such action or inaction.


 


(d)              
In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or
in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action
that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form
as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee
acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on
account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days
of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances)
it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents,
as it shall deem necessary, and shall have no liability to any Person for such action or inaction.


 






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Section
6.04        No
Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party,
except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant
to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office
at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare
or file any filing, including any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document.
The Owner Trustee nevertheless agrees that it will promptly take all action as may be necessary to discharge any liens on any part of
the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the
administration of the Owner Trust Estate.


 


Section
6.05        No
Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon
the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents or (iii) in accordance with any document
or instruction delivered to the Owner Trustee pursuant to Section 6.03.


 


Section
6.06        Restrictions.
The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03
or (b) that, to the actual knowledge of a Trust Officer of the Owner Trustee, would result in the Trust’s becoming an association
(or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes or (c) is not in accordance
with applicable law. Neither the Administrator nor Certificateholders shall direct the Owner Trustee to take action that would violate
the provisions of this Article VI.


 


Section
6.07        Execution
of Notes. The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute the Notes pursuant to the Indenture.


 


Section
6.08        Doing
Business in Other Jurisdictions. Notwithstanding anything contained herein or in any other Basic Document to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction other than any state in which it is qualified to do business (any
such state, a “State of Qualification”) if the taking of such action may (i) require the consent, approval, authorization
or order of, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any state or other
governmental authority or agency of any jurisdiction other than a State of Qualification; (ii) result in any fee, tax or other governmental
charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof, other than a State of
Qualification, becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction
other than a State of Qualification for causes of action arising from acts unrelated to the consummation of the transactions by the Owner
Trustee, as the case may be, contemplated hereby or in any other Basic Document. In the event that the Owner Trustee does not take any
action because such action may result in the consequences described in the preceding sentence, it will appoint an additional trustee pursuant
to Section 10.05 to proceed with such action.


 






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ARTICLE
VII

Concerning the Owner Trustee


 


Section
7.01        Acceptance
of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect
to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it
constituting part of the Owner Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence (including where
such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) for
liabilities arising from the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section
6.04 hereof, (iii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly
made by the Owner Trustee or (iv) for U.S. federal or state taxes, fees or other charges, based on or measured by any fees, commissions
or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any of the
Basic Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):


 


(a)              
The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee;


 


(b)              
The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Administrator or any Certificateholder (provided that the instructions have been given by the requisite Percentage
Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable);


 


(c)              
No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee
shall have determined that repayment of such funds or indemnity reasonably satisfactory to the Owner Trustee against such risk or liability
is not reasonably assured or provided to it;


 






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(d)              
Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes;


 


(e)              
The Owner Trustee shall not be responsible for or in respect of the accuracy, validity or sufficiency of this Agreement
or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of the Owner
Trust Estate, or for or in respect of the accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other
document supplied to the Owner Trustee other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall
not in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, the Depositor or any
other Person other than as expressly provided for herein;


 


(f)               
The Owner Trustee shall not be liable for the Default or misconduct of the Administrator, the Depositor, the Indenture Trustee
or the Servicer under any of the Basic Documents or otherwise, the Owner Trustee shall not have any obligation or liability to perform
the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under
the Administration Agreement, the Indenture Trustee under the Indenture, or the Servicer or the Depositor under the Sale and Servicing
Agreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent
written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary;


 


(g)              
The Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement,
or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document,
at the request, order or direction of any of the Certificateholders or the Administrator, unless such Certificateholders or the Administrator
have offered to the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities
that may be incurred by it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement
or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence
or willful misconduct in the performance of any such act;


 


(h)              
The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without
limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, government order or regulation, epidemics or pandemics
or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature
or acts of God and interruptions, loss or malfunctions of utilities or communications services;


 


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


 






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(j)                
Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute,
deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under
the Sarbanes-Oxley Act of 2002;


 


(k)              
The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax,
financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The
Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters;


 


(l)                
The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Default or
Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall
have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such
notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively
assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence
of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and
liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event
of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described
in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other
roles in the transaction; and


 


(m)            
In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged
with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever
for violation of such rules or requirements or such similar provisions now or hereafter in effect.


 


(n)              
The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect
to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement.


 


Section
7.02        Furnishing
of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates
or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner
Trustee under the Basic Documents. The Owner Trustee (i) shall have no responsibility for the accuracy of any information provided to
the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee, (ii) shall not be required to
investigate or reconfirm the accuracy of any such information and (iii) shall not be liable in any matter whatsoever for any errors, inaccuracies
or incorrect information resulting from the use of such information.


 






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Section
7.03        Representations
and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders,
that:


 


(a)              
It is a national banking association duly formed and validly existing under the laws of the United States. It has all requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement.


 


(b)              
It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement
will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.


 


(c)              
Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will (i) contravene any federal or Delaware law, governmental rule
or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default
under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to
which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or
encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement
or the other Basic Documents.


 


(d)              
It has the power and authority to execute and deliver this Agreement; and the execution, delivery, and performance of this
Agreement by it has been duly authorized by all necessary corporate action.


 


(e)              
This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall
be considered in a proceeding in equity or at law.


 


Section
7.04        [Reserved].


 


Section
7.05        Reliance;
Advice of Counsel.


 


(a)              
The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond, or other document or paper (whether in its original or facsimile form) believed by
it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution
of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted
by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate (the costs of which shall be paid by the party
requesting such action), signed by the president or any vice president or by the treasurer or other authorized officers of an appropriate
Person, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. The Owner Trustee need not investigate or re-calculate, evaluate, verify
or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or
matter stated in any such document and may conclusively rely thereon as to the truth of the statements and the correctness of the opinions
expressed therein.


 






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(b)              
In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with it, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents
or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith which it believes to be authorized or within its rights or powers, in accordance with the opinion or
advice of any such counsel, accountants or other such Persons and not to its knowledge contrary to this Agreement or any Basic Document.


 


Section
7.06        Not
Acting in Individual Capacity. Except as provided in this Article VII, in accepting the trusts hereby created, Wilmington
Trust, National Association, acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner
Trust Estate for payment or satisfaction thereof.


 


Section
7.07        Owner
Trustee Not Liable for Trust Certificates or Receivables. The Owner Trustee makes no representations as to the validity or sufficiency
of this Agreement, of any Basic Document or of the Trust Certificates (other than the signature and countersignature of the Owner Trustee
on the Trust Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall not at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or
with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders
under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of
any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness
of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty
or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation, or
any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.


 


Section
7.08        Owner
Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee
of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.


 






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Section
7.09        Legal
Proceedings. As required by Regulation AB, the Owner Trustee will promptly as practicable notify the Servicer, the Depositor and the
Issuing Entity of the commencement or, if applicable, the termination of any and all legal proceedings of which any property of the Owner
Trustee is the subject, and any such proceedings known to be contemplated by governmental authorities, in each case, that is material
to the Holders of any Notes. In addition, the Owner Trustee will furnish to the Servicer, the Depositor and the Issuing Entity, in writing,
the necessary disclosure describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports
filed pursuant to the Exchange Act.


 


Section
7.10        Communications
Regarding Demands to Repurchase Receivables. The Owner Trustee shall provide notice to World Omni and the Depositor, as soon as practicable
and in any event within five Business Days, of all demands communicated to a Reporting Officer of the Owner Trustee for the repurchase
or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Such notices shall be provided
to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 250 Jim Moran Boulevard, Deerfield Beach,
Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC,
250 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by
such other means of communication as may be specified by World Omni or the Depositor to the Owner Trustee from time to time. The Owner
Trustee acknowledges and agrees that the purpose of this Section 7.10 is to facilitate compliance by World Omni and the Depositor
with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and
Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations
may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to cooperate in good faith at the sole cost and expense of
World Omni or the Depositor with any reasonable request made by World Omni or the Depositor for information which is required in order
to enable World Omni or the Depositor to comply with the Repurchase Rules and Regulations. The Owner Trustee’s reporting is limited
to information delivered to a Reporting Officer of the Owner Trustee that it has received or acquired solely in its capacity as Owner
Trustee and not in any other capacity. The Owner Trustee is not a securitizer (as defined in the Repurchase Rules and Regulations) and
in no event will Wilmington Trust, National Association, (individually or as Owner Trustee) have any responsibility or liability in connection
with (i) the compliance by any Person who is a securitizer (as defined in Rule 15Ga-1) in connection with the Issuing Entity, or any other
Person under the Repurchase Rules and Regulations or (ii) any filing required to be made by a securitizer under the Repurchase Rules and
Regulations in connection with the information provided pursuant to this Section 7.10. Other than any express duties or responsibilities
as Owner Trustee under this Agreement, the Owner Trustee has no duty or obligation to undertake any investigation or inquiry related to
demands for the repurchase or replacement of any Receivable or otherwise to assume any additional duties or responsibilities in respect
of any transaction contemplated in this Agreement, and no such additional obligations or duties are implied in this Agreement. The Owner
Trustee will not have any duty to conduct, and has not conducted, any affirmative investigation as to the occurrence of any conditions
requiring the repurchase or replacement of any Receivable.


 


Section
7.11        Electronic
Communications. The Owner Trustee is hereby authorized, and agrees to accept and act upon notice, instructions and directions including
funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and the other Basic Documents delivered
using Electronic Means by persons reasonably believed by the Owner Trustee to be authorized to give such Instructions; provided,
that, the Owner Trustee reserves the right to reject or decline to follow any such Instructions it reasonably believes to be unauthorized
or originating from an unauthorized or compromised source. If the Administrator (on behalf of the Issuing Entity) or Depositor, as applicable,
elects to give the Owner Trustee Instructions using Electronic Means, absent bad faith, negligence or willful misconduct on its part,
the Owner Trustee’s understanding of such Instructions shall be deemed controlling. The Owner Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Owner Trustee’s reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction; provided, that the Owner
Trustee will not be relieved from liability for its own bad faith, negligence or willful misconduct. The applicable party providing electronic
Instructions agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Owner Trustee, including
without limitation the risk of the Owner Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third
parties and (ii) to notify the Owner Trustee promptly upon learning of any compromise or unauthorized Instructions. “Electronic
Means” shall mean the following communications methods: e-mail, facsimile transmission, intralinks, other similar electronic
methods, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the
Owner Trustee, or another method or system specified by the Owner Trustee as available for use in connection with its services hereunder
or permitted under the Basic Documents.


 






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ARTICLE
VIII

Compensation of Owner Trustee


 


Section
8.01        Owner
Trustee’s Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder during the term of this
Agreement such fees as have been separately agreed upon in writing before the date hereof between the Administrator and the Owner Trustee,
and the Owner Trustee shall be entitled to be reimbursed by the Administrator pursuant to the Administration Agreement for its other reasonable
and documented expenses hereunder, including the reasonable and documented compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder;
provided, that reimbursement for expenses and disbursements of any legal counsel to the Owner Trustee in connection with
the Closing Date shall be subject to any limitations separately agreed upon before the date hereof between the Depositor (or any Affiliate
thereof) and the Owner Trustee. The provisions of this Section 8.01 shall survive the resignation or removal of the Owner Trustee
and the termination of this Agreement.


 


Section
8.02        Indemnification.
Pursuant to the Administration Agreement, the Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee
and its officers, directors, stockholders, employees, successors, assigns, agents and servants (collectively, the “Indemnified
Parties”) from and against, any and all liabilities, obligations, losses, costs, damages, taxes, claims, actions and suits,
and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses
and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action,
claim or suit brought) by the Owner Trustee or any other Indemnified Party of any indemnification or other obligation of the Administrator)
of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by or asserted
against any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of any Indemnified Party hereunder, except only that the Administrator
shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters
described in clauses (i), (ii), (iii) or (iv) of the third sentence of Section 7.01. The indemnities contained in this Section
shall survive the resignation or removal of the Owner Trustee or the termination or assignment of this Agreement. In any event of any
claim, action or proceeding for which indemnity is sought pursuant to this Section, the Owner Trustee’s choice of legal counsel
shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld or delayed.


 






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Section
8.03        Payments
to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII shall be deemed not to be a
part of the Owner Trust Estate simultaneously with such payment.


 


ARTICLE
IX



Termination of Trust Agreement


 


Section
9.01        Termination
of Trust Agreement.


 


(a)              
The Trust shall be dissolved immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies
or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement
and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate
to terminate this Agreement or the Trust or (y) entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust
Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.


 


(b)              
 Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to
revoke or terminate the Trust.


 


(c)              
Notice of any dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their
Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Paying Agent by letter
to Certificateholders transmitted within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant
to Section 9.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final
payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying
Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, and, as a result, payments will be made only upon presentation and surrender of the Trust Certificates
by Certificateholders at the office of the Paying Agent therein specified. The Paying Agent shall give such notice to the Certificate
Registrar (if other than the Indenture Trustee) and the Owner Trustee at the time such notice is given to Certificateholders. Upon presentation
and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on
such Payment Date pursuant to Section 5.02.


 






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In the event that all of the
Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned
written notice, the Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates
for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates
shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent
to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Owner
Trust Estate after exhaustion of such remedies shall be distributed by the Paying Agent to the Depositor subject to applicable escheat
laws.


 


(d)              
Upon the winding up of the Trust and receipt of written instruction from and at the expense of the Administrator, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation (as provided to it) with the Secretary
of State of the State of Delaware in accordance with the provisions of Section 3810 of the Statutory Trust Act and thereupon the
Trust and this Trust Agreement (other than Article VIII) shall terminate and be of no further force or effect.


 


ARTICLE
X



Successor Owner Trustees and Additional Owner Trustees


 


Section
10.01    Eligibility Requirements
for Owner Trustee. The Owner Trustee shall at all times be a corporation or other entity satisfying the provisions of Section 3807(a)
of the Statutory Trust Act and it shall at all times be authorized to exercise corporate trust powers; having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by federal or state authorities and having (or having a parent which has)
a long-term rating in any generic rating category which signifies investment grade by each Rating Agency or a rating otherwise acceptable
to each Rating Agency. If such entity shall publish reports of condition at least annually pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any
time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign promptly
in the manner and with the effect specified in Section 10.02.


 


Section
10.02    Resignation or Removal
of Owner Trustee.


 






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(a)              
Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee, as applicable, may petition (at
the expense of the Depositor (including without limitation reasonable and documented attorneys’ fees, costs and expenses)) any court
of competent jurisdiction for the appointment of a successor Owner Trustee.


 


(b)              
Subject to paragraph (c) of this Section, if at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any
time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee
or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee. If the Administrator
or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentences, the Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee and one
copy to the Depositor, together with the basis for removal.


 


(c)              
Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions
of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03
and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or
removal of the Owner Trustee to each Rating Agency.


 


Section
10.03    Successor Owner Trustee.
Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator
and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect
as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.


 


No successor Owner Trustee shall
accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant
to Section 10.01.


 






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Upon written acceptance of appointment
by a successor Owner Trustee pursuant to this Section, the Administrator shall provide notice thereof to all Certificateholders, the Indenture
Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to provide such notice within 10 Business Days after
acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be provided at the
expense of the Administrator.


 


Any successor Owner Trustee
appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware
as required by the Statutory Trust Act.


 


Section
10.04    Merger or Consolidation
of the Owner Trustee. Any corporation or other entity into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Owner Trustee
shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Owner
Trustee, shall be the successor to and assume all obligations of the Owner Trustee, without the execution or filing of any assignment
or other instrument or any further act on the part of such other entity or any of the parties hereto, anything herein to the contrary
notwithstanding; provided, that such corporation or other entity shall be eligible pursuant to Section 10.01
and, provided, further, that the Owner Trustee shall provide notice of such merger, conversion or consolidation
to the Depositor, who shall promptly deliver such notice to each Rating Agency.


 


Section
10.05    Appointment of Co-Trustee
or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal
requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii)
facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee
to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust
Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary
or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of
the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.


 


Each separate trustee and co-trustee
shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 


(a)              
All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised
or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee
is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to
the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding
of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Owner Trustee;


 






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(b)              
No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this
Agreement; and


 


(c)              
The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee without notice to any Rating Agency or any other Person.


 


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


 


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


 


ARTICLE
XI



Miscellaneous


 


Section
11.01    Supplements and Amendments.
This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholders,
to cure any ambiguity, to correct or supplement any provision in this Agreement (including to further prevent or help avoid the application
to the Certificates of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code) or for the purpose
of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner
the rights of the Noteholders or the Certificateholders. Such amendments require: (i) satisfaction of the Rating Agency Condition or (ii)
an Officer’s Certificate of the Depositor delivered to the Issuing Entity, the Owner Trustee and the Indenture Trustee stating that
the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.


 






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This Agreement may also be amended
from time to time by the Depositor and the Owner Trustee, with the consent of holders of at least a majority of the Outstanding Amount
of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, as evidenced by
an Officer’s Certificate of the Depositor to that effect delivered to the Indenture Trustee and the Owner Trustee by the Depositor
or (ii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholders evidencing at least a majority Percentage
Interest of the Trust Certificates (unless (i) the interests of the Certificateholders are not affected materially and adversely and (ii)
an Officer’s Certificate of the Depositor to that effect is delivered to the Owner Trustee by the Depositor), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner
the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase
or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage
of the Outstanding Amount of the Controlling Securities and the Percentage Interest in the Trust Certificates required to consent to any
such amendment, without the consent of the holders of all the Outstanding Notes and Certificates affected thereby.


 


Promptly after the execution
of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to
the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and each Rating Agency.


 


It shall not be necessary for
the consent of Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The Indenture Trustee as
Paying Agent and Certificate Registrar may, but shall not be obligated to, enter into any such amendment which adversely affects the Paying
Agent’s or the Certificate Registrar’s own rights, duties, benefits, protections, privileges, indemnities or immunities under
this Agreement. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or
in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable requirements as the Administrator may prescribe.


 


Promptly after the execution
of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State of
the State of Delaware.


 


In connection with the execution
of any amendment to this Agreement or any amendment to any other agreement to which the Issuing Entity is a party, the Owner Trustee shall
be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by
this Agreement or, as applicable such other agreement, and that all conditions precedent to the execution and delivery thereof by the
Issuing Entity or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter
into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.


 






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Section
11.02    No Legal Title to Owner
Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders
shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their
ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee
to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.


 


Section
11.03    Limitations on Rights
of Others. Except for Section 2.07, the provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Depositor, the Certificateholders, the Administrator, the Servicer and, to the extent expressly provided herein, the Indenture Trustee
and the Noteholders, and nothing in this Agreement (other than Section 2.07 hereof), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein. For all purposes of this Agreement, the rights, privileges,
protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its rights to be indemnified, under
the Indenture, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


 


Section
11.04    Notices.


 


(a)              
Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed
given upon receipt by the intended recipient or on the next Business Day after delivery if delivered by a recognized overnight courier
or upon receipt of written confirmation of receipt of facsimile, if delivered by facsimile (except that notice to the Owner Trustee shall
be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office, if to
the Depositor, addressed to World Omni Auto Receivables LLC, 250 Jim Moran Boulevard, Deerfield Beach, Florida 33442, telephone: (954)
429-2200, facsimile: (954) 429-2685, Attention: Treasurer; or, as to each party, at such other address or electronic mail address as shall
be designated by such party in a written notice to each other party.


 


(b)              
Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail, postage prepaid,
at the address of such Certificateholder as shown in the Certificate Register or at such other address or electronic mail address as shall
be designated by such party. Any notice so mailed or transmitted within the time prescribed in this Agreement shall be conclusively presumed
to have been duly given, whether or not the Certificateholder receives such notice.


 


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


 






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Section
11.05    Severability. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section
11.06    Separate Counterparts;
Electronic Signatures. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each of the parties
agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, that any digital
or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature
provider) appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability
and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Agreement and such other documents
may be made by facsimile, email or other electronic transmission; provided, however, that any documentation with respect
to transfer of the Certificates or other securities presented to the Certificate Registrar, Indenture Trustee or any transfer agent must
contain original documents with manually executed signatures. The Owner Trustee shall not be liable for, and shall be indemnified and
held harmless pursuant to Section 8.02 of this Agreement against any loss, liability or expense arising out of the use of electronic
or digital signatures and electronic methods of submission with respect to this Agreement, the Basic Documents and any documents or notices
delivered to the Owner Trustee pursuant to this Agreement or the related documents, including the risk of the Owner Trustee acting on
any unauthorized instructions and the risk of interception and misuse by third parties.


 


Section
11.07    Successors and Assigns.
All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted
assignees, the Owner Trustee and its successors, and each Certificateholder and its successors and permitted assigns, all as herein provided.
Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns
of such Certificateholder.


 


Section
11.08    Covenants of the Depositor.
In the event that any Certificateholder commences any litigation with claims in excess of $1,000,000 to which the Depositor is a party
which in the judgment of counsel to the Depositor who may be an employee of the Depositor, shall be reasonably likely to result in a material
judgment against the Depositor that the Depositor will not be able to satisfy, during the period beginning nine months following the commencement
of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in
a final judgment against the Depositor, such judgment has been satisfied), the Depositor shall not pay any dividend to World Omni, or
make any distribution to World Omni, or repay the principal amount of any indebtedness of the Depositor held by World Omni, unless (i) after
giving effect to such dividend, distribution or repayment, the Depositor’s liquid assets shall not be less than the amount of actual
damages claimed in such litigation that are reasonably likely to equal the amount of the judgment, if any, against the Depositor or (ii) the
Rating Agency Condition shall have been satisfied with respect to any such dividend, distribution or repayment. The Depositor will not
at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the Basic Documents.


 






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Section
11.09    No Petition. To
the fullest extent permitted by applicable law, the Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting
a Trust Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree
that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust
of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this
Agreement or any of the Basic Documents.


 


Section
11.10    No Recourse. Each
Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder’s Trust Certificates represent beneficial
interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner
Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Trust Certificates or the Basic Documents to which such parties are a party.


 


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


 


Section
11.11    Headings. The headings
of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.


 


Section
11.12    GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS;
provided, however, that there shall not be applicable to the parties hereunder or this Agreement any provision of the laws
(common or statutory) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms
hereof, (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b)
affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the necessity for obtaining court or
other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable
to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions
or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage
or other manner of holding or investing trust assets or (g) the establishment of fiduciary or other standards of responsibility or limitations
on the acts or powers of trustees that are inconsistent with the limitations or authorities and powers of the Owner Trustee hereunder
as set forth or referenced in this Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust.


 






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To the fullest extent permitted
by applicable law, each of the parties to this agreement and each Certificateholder by its acceptance thereof, hereby irrevocably and
unconditionally consents to submit to the nonexclusive jurisdiction of the courts of the State of Delaware for purposes of any action
or proceeding arising out of or in connection with this Agreement, the Certificates or the transactions contemplated hereby or thereby.


 


EACH OF THE PARTIES HERETO,
AND EACH CERTIFICATEHOLDER BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CERTIFICATES OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.


 


Section
11.13    Compliance with Applicable
Anti-Terrorism and Anti-Money Laundering Regulations. The parties hereto and each Certificateholder acknowledge that in accordance
with the requirements of Applicable Law, the Owner Trustee, the Paying Agent and Certificate Registrar, in order to help fight the funding
of terrorism and money laundering, are required to obtain, verify, and record information that identifies each Person or legal entity
that establishes a relationship or opens an account with the Owner Trustee, the Paying Agent or the Certificate Registrar. Each party
hereto and each Certificateholder by its acceptance of a Trust Certificate agrees that it shall provide the Owner Trustee, the Paying
Agent and the Certificate Registrar with such information as may be reasonably available to such party as the Owner Trustee, the Paying
Agent and the Certificate Registrar may reasonably request that will help the Owner Trustee, the Paying Agent and the Certificate Registrar
to identify and verify each party’s identity, including without limitation each party’s name, physical address, tax identification
number, organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information (including
beneficial owners of such entities). To the fullest extent permitted by such Applicable Law, the Owner Trustee, Paying Agent and Certificate
Registrar, in the absence of bad faith on the part of such party, may conclusively rely on, and shall be fully protected and indemnified
in relying on, any such information received. Failure to provide such information may result in an inability of the Owner Trustee, Paying
Agent or Certificate Registrar to perform their respective obligations hereunder, which, at sole option of such party, may result in the
Owner Trustee’s, Paying Agent’s or Certificate Registrar’s resignation, subject in all respects to the resignation and
removal provisions and terms herein and any other provision applicable to such party under the other Basic Documents.


 






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ARTICLE
XII



COMPLIANCE WITH REGULATION AB


 


Section
12.01    Intent of the Parties;
Reasonableness. The Depositor and the Owner Trustee acknowledge and agree that the purpose of this Article XII is to facilitate
compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith,
or for purposes other than the Depositor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).
The Owner Trustee agrees to cooperate in good faith with the Depositor and shall deliver (and cause each of its Reporting Subcontractors,
if any, to deliver) to the Depositor any information reasonably requested by the Depositor regarding the Owner Trustee which is required
in order to enable the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB or any of its
other Exchange Act reporting obligations as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement
(including with respect to any of its successors or predecessors; provided, however, that this parenthetical shall apply
only to the successors or predecessors of the Owner Trustee contemplated by Section 10.04 hereof). The obligations of the Owner
Trustee to provide such information shall survive the removal or resignation of the Owner Trustee hereunder.


 


Section
12.02    Information to Be Provided
by the Owner Trustee. The Owner Trustee shall (i) on or before the fifth Business Day following a written request of the Depositor,
provide to the Depositor, in writing, such information regarding the Owner Trustee as is requested for the purpose of compliance with
Item 1117 of Regulation AB, and (ii) pursuant to Section 7.09 hereof as promptly as practicable following notice to or
discovery by the Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary
for compliance with Item 1117 of Regulation AB.


 


The Owner Trustee shall (i) on
or before the fifth Business Day following a written request of the Depositor in connection with the preparation of any required quarterly
or annual report, provide to the Depositor such information regarding the Owner Trustee as is requested for the purpose of compliance
with Items 1109(a), 1109(b) and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the
Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information. Such information shall include,
at a minimum:


 


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


 


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


 






    35


     


    

 


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


 


(i)                
the sponsor;


 


(ii)             
any depositor;


 


(iii)           
the issuing entity;


 


(iv)            
any servicer;


 


(v)              
any trustee;


 


(vi)            
any originator;


 


(vii)         
any significant obligor;


 


(viii)       
any enhancement or support provider, including any swap or cap counterparty;


 


(ix)            
any asset representations reviewer; and


 


(x)              
any other material transaction party.


 


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


 


* * * * * *


 






    36


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year
first above written.


 





	 	WORLD
    OMNI AUTO RECEIVABLES LLC,
	 	as
    Depositor
	 	 
	 	By:	/s/ Ronald J. Virtue
	 		Name: Ronald J. Virtue
	 		Title: Assistant Treasurer
	 	 
	 	Wilmington Trust, National Association,
    
	 	not
    in its individual capacity, but solely as Owner Trustee, 
	 	 
	 	By:	/s/ Julia Linian
	 		Name: Julia Linian
	 		Title: Vice President


 


U.S. Bank
National Association, acknowledges and accepts, as of the date first above written, its appointment as Paying Agent and Certificate
Registrar in accordance with the terms of this Agreement and agrees to be bound by the terms of this Agreement applicable to the Indenture
Trustee, Paying Agent and Certificate Registrar.


 


	By:	/s/ Christopher J. Nuxoll	                    
	Name: 	Christopher J. Nuxoll	 
	Title:	Vice President	 
		 
		 


 






     


     


    

 


EXHIBIT A


 


FORM OF TRUST CERTIFICATE


 


THIS CERTIFICATE IS SUBORDINATED TO THE NOTES,
AS AND TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF IS DEEMED TO REPRESENT
TO THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT (AN “ACCREDITED INVESTOR”) AND THAT IT IS ACQUIRING THIS CERTIFICATE
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) FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, THE PUBLIC DISTRIBUTION HEREOF, (ii) THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE 1933 ACT (A “QUALIFIED INSTITUTIONAL BUYER”) AND IS ACQUIRING SUCH CERTIFICATE 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) OR (iii) THAT IT IS AN INVESTOR
THAT IS OTHERWISE PERMITTED TO ACQUIRE THIS CERTIFICATE UNDER THE TRUST AGREEMENT.


 


NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE
MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE
OR OTHER TRANSFER IS MADE TO AN ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE TRUST AGREEMENT,
TO THE EFFECT THAT IT IS 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), (iii) SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A
PERSON WHO THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER, 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 SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER
IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE
THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR. EXCEPT
IN THE CASE OF A TRANSFER DESCRIBED IN CLAUSES (i) OR (iii) ABOVE, THE OWNER TRUSTEE, THE DEPOSITOR AND THE CERTIFICATE REGISTRAR SHALL
REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE OWNER
TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.


 






    Ex. A-1


     


    

 


EACH SECURITYHOLDER, BY ITS ACCEPTANCE OF THIS
SECURITY, COVENANTS AND AGREES THAT SUCH SECURITYHOLDER, SHALL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION
OF THE TRUST AGREEMENT, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO INVOKE THE PROCESS OF ANY COURT
OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING AN INVOLUNTARY CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY
FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN,
SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING
UP OR LIQUIDATION OF THE AFFAIRS OF THE TRUST OR THE DEPOSITOR.


 


No transfer
of this Certificate shall be made to any Person unless the Certificate Registrar has received (A) a certificate in the form of paragraph
3 to the Investment Letter attached to the trust agreement as Exhibit D from such Person to the effect that such Person is not
AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (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 Title I of ERISA, (ii) a “plan” described in section 4975(e)(1)
of the internal revenue Code of 1986, as amended (the “Code”) that is subject to Section 4975 of the code, (iii) any
entity OR ACCOUNT whose underlying assets include “plan assets” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION
LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) or
(iv) any U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT that
is subject to any u.S. federal, state, local OR nON-u.s. law that is substantially similar to tITLE i of ERISA or Section 4975 of the
Code (“Similar Law”) (each, a “Plan”) or (B) an opinion of counsel satisfactory to the Owner Trustee,
the Certificate Registrar and the Depositor to the effect that the purchase and holding of this Certificate by such Person (i) will not
result in the assets of the Issuing Entity being deemed to be “plan assets” (WITHIN THE MEANING OF THE PLAN ASSET REGULATION)
OR SUBJECT TO SIMILAR LAW and will not subject the Owner Trustee, the Indenture Trustee, the Certificate
Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and (ii) will not GIVE
RISE TO a NONEXEMPT prohibited transaction under ERISA OR Section 4975 of the Code or A VIOLATION OF 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 Certificate Registrar, the Indenture Trustee, World Omni (in any capacity) or the Depositor. 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.


 






    Ex. A-2


     


    

 


THIS CERTIFICATE WILL NOT BE REGISTERED FOR TRANSFER
UNLESS THE CERTIFICATE REGISTRAR RECEIVES (A) A CERTIFICATION FROM THE TRANSFEREE OF SUCH CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE
IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE AND (B) THE OWNER TRUSTEE, THE CERTIFICATE
REGISTRAR, THE DEPOSITOR AND THE INDENTURE TRUSTEE SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL IS INDEPENDENT FROM THE DEPOSITOR
AND THE TRUST) THAT SUCH ACTION SHALL NOT CAUSE THE 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 AND SUCH TRANSFEREE OR ASSIGNEE SHALL AGREE TO TAKE POSITIONS FOR
TAX PURPOSES CONSISTENT WITH THE TAX POSITIONS SET FORTH IN SECTION 2.06 OF THE TRUST AGREEMENT AS AGREED TO BE TAKEN BY THE CERTIFICATEHOLDER.


 






    Ex. A-3


     


    

 


NO.:


 


WORLD OMNI AUTO RECEIVABLES TRUST 2021-D TRUST
CERTIFICATE


 


evidencing a fractional undivided beneficial interest
in the Trust, as defined below, the property which consists of retail installment sale contracts for new and used automobiles and light-duty
trucks (transferred to the Trust on the Closing Date (the “Receivables”), all monies received on or after the Cutoff
Date; any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability, theft, mechanical breakdown
or “guaranteed auto protection” insurance policies relating to Financed Vehicles or Obligors; any Financed Vehicle that shall
have secured a Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer, or the Trust; the Receivables Purchase
Agreement; the Sale and Servicing Agreement, including the right of the Depositor to cause World Omni to purchase Receivables under certain
circumstances; the Trust Accounts; and certain other rights under the Trust Agreement and Sale and Servicing Agreement and all proceeds
of the foregoing (but excluding the Notes and Trust Certificates).


 


THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF WORLD OMNI AUTO RECEIVABLES LLC, WORLD OMNI FINANCIAL CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES.


 


THIS CERTIFIES THAT ________________
is the registered owner of ___% nonassessable, fully-paid, fractional undivided beneficial interest in World Omni Auto Receivables Trust
2021-D (the “Trust”), formed by World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”).


 


OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Trust Certificates referred
to in the within-mentioned Trust Agreement.


 





	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,
 not in its individual capacity but solely as Owner
    Trustee	
     

     

    

    OR
	
    WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee

     

    By: U.S. BANK NATIONAL
    ASSOCIATION, as Authenticating Agent

	 	 	 
	 	 	 
	By:	 	 	By:	 
	 	Name:	 		Name:
	 	Title:	 		Title:


 


The Trust was created pursuant
to a Trust Agreement dated September 28, 2021 (as amended and restated on November 3, 2021, and as may be amended, restated or supplemented
from time to time, the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as owner
trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement or the
Sale and Servicing Agreement, dated as of November 3, 2021 (as amended and supplemented from time to time, the “Sale and Servicing
Agreement”), among the Trust, the Depositor and World Omni Financial Corp., as servicer (the “Servicer”),
as applicable.


 






    Ex. A-4


     


    

 


This Certificate is one of the
duly authorized Certificates designated as “Trust Certificates” (herein called the “Trust Certificates”).
Also issued under an Indenture, dated as of November 3, 2021 (the “Indenture”), between the Trust and U.S. Bank National
Association, as indenture trustee, are the Notes designated as “Asset-Backed Notes” (the “Notes”). This
Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement
the Certificateholder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Certificateholder is bound.
The property of the Trust consists of retail installment sale contracts for new and used automobiles and light-duty trucks transferred
to the Trust on the Closing Date (the “Receivables”), all monies received after the Cutoff Date; any proceeds with
respect to the Receivables from claims on any physical damage, credit life or disability, theft, mechanical breakdown or “guaranteed
auto protection” insurance policies relating to Financed Vehicles or Obligors; any Financed Vehicle that shall have secured a Receivable
and shall have been acquired by or on behalf of the Depositor, the Servicer, or the Trust; the Receivables Purchase Agreement; the Sale
and Servicing Agreement, including the right of the Depositor to cause World Omni to purchase Receivables under certain circumstances;
the Trust Accounts; and certain other rights under the Trust Agreement and Sale and Servicing Agreement and all proceeds of the foregoing
(but excluding the Notes and Trust Certificates). The rights of the Certificateholders are subordinated to the rights of the Noteholders,
as and to the extent set forth in the Sale and Servicing Agreement and the Indenture.


 


Under the Trust Agreement, there
will be distributed on the 15th of each month of each year or, if such day is not a Business Day, the immediately following
Business Day (each, a “Payment Date”), commencing on December 15, 2021, to the Person in whose name this Trust Certificate
is registered at the close of business on the Business Day immediately preceding such Payment Date (the “Record Date”),
such Certificateholder’s fractional undivided interest in the amount to be distributed to Certificateholders on such Payment Date.
No distributions will be made on any Certificate on any Payment Date until the full amount of interest and principal payable on the Notes
on such Payment Date has been paid in full and the Reserve Account has been replenished to its required amount, if necessary.


 


The Certificateholder of this
Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated
to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture.


 


It is the intention of the Depositor,
the Servicer and the Certificateholders that, solely for U.S. federal, state and local income and franchise tax purposes, (a) so long
as the Trust has only one Certificateholder, the Trust will be disregarded as a separate entity and (b) at such time as the Trust has
more than one Certificateholder, the Trust will be treated as a partnership. Neither the Servicer nor the Depositor or any Certificateholder
will take any action to the contrary.


 






    Ex. A-5


     


    

 


Each Certificateholder, by its
acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor,
or join in any institution against the Depositor of, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, the Trust Agreement or any of the Basic Documents.


 


Distributions on this Trust
Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder
without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in
the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the
Owner Trustee or Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency maintained for that purpose by the Owner Trustee.


 


Reference is hereby made to
the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate of authentication
hereon shall have been executed by an Authorized Officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle
the Certificateholder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.


 


THIS TRUST CERTIFICATE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 






    Ex. A-6


     


    

 


IN WITNESS WHEREOF, the Owner
Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.


 


 





	 	WORLD
    OMNI AUTO RECEIVABLES TRUST 2021-D
	 	 
	 	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee        
	 	 	 
	Dated:	 	 	 	By:	                                                   
	 		Name:
	 		Title:




 






    Ex. A-7


     


    

 


[REVERSE OF TRUST CERTIFICATE]


 


The Trust Certificates do not
represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee, or any affiliates of any of them and no
recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement
or the Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited
in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), all as more specifically
set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may
be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at
such other places, if any, designated by the Depositor.


 


The Trust Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and
the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of
the Certificateholders of at least a majority Percentage Interest in the Trust Certificates and holders of at least a majority of the
Outstanding Amount of the Controlling Securities. Any such consent by the Certificateholder of this Trust Certificate shall be conclusive
and binding on such Certificateholder and on all future Certificateholders of this Trust Certificate and of any Trust Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders
of any of the Trust Certificates.


 


As provided in the Trust Agreement
and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register
upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained
by the Indenture Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon
one or more new Trust Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is U.S. Bank National Association.


 


Except as provided in the Trust
Agreement, the Trust Certificates shall be issued in a 100% Percentage Interest. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the
same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.


 


The Owner Trustee, the Certificate
Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.


 






    Ex. A-8


     


    

 


The obligations and responsibilities
created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required
to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part
of the Owner Trust Estate. The Servicer may at its option purchase the Owner Trust Estate at a price specified in the Sale and Servicing
Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Trust
Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool
Balance is 10% or less of the Aggregate Starting Principal Balance of all Receivables transferred to the Trust.


 






    Ex. A-9


     


    

 


ASSIGNMENT


 





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


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 





 


(Please print or type name and address, including
postal zip code, of assignee)


 


the within Trust Certificate, and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Trust Certificate on the books of
the Certificate Registrar, with full power of substitution in the premises.


 


	Dated:                          	 
		 		*/ 
	                                	 
		Signature Guaranteed: 
	 	 
		 	*/




 


 









*/
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Trust Certificate in
every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company.



 






    Ex. A-10


     


    

 


EXHIBIT B


 


CERTIFICATE OF TRUST OF

WORLD OMNI AUTO RECEIVABLES TRUST 2021-D


 


THIS Certificate of Trust
of WORLD OMNI AUTO RECEIVABLES TRUST 2021-D (the “Trust”), is being duly executed and filed by the undersigned, not
in its individual capacity but solely as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.
 § 3801 et seq.) (the “Act”).


 


1.                 
Name. The name of the statutory trust formed hereby is World Omni Auto Receivables Trust 2021-D.


 


2.                 
Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Wilmington Trust,
National Association, 1100 North Market Street, Rodney Square North, Wilmington, DE 19890.


 


3.                 
Effective Date. This Certificate of Trust shall be effective upon filing.


 


* * * * *


 






    Ex. B-1


     


    

 


IN WITNESS WHEREOF, the undersigned,
being the sole trustee of the Trust, has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.


 








	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	 	 
		 	 	 	By:	                                                   
	 		 	Name:
	 		 	Title:




 






    Ex. B-2


     


    




 


EXHIBIT C


 


FORM OF TRANSFEROR CERTIFICATE


 


[DATE]


 


World Omni Auto Receivables LLC

250 Jim Moran Boulevard

Deerfield Beach, FL 33442


 


Wilmington Trust, National Association


as Owner Trustee of World Omni Auto Receivables Trust 2021-D


Rodney Square North


1100 North Market Street


Wilmington, DE 19890-0001


Attention: Corporate Trust Administration




U.S. Bank National Association, as Certificate Registrar and Paying Agent


190 South LaSalle Street


7th Floor


Chicago, IL 60603


 


		Re:	World Omni Auto Receivables Trust 2021-D

Trust Certificates



 


Ladies and Gentlemen:


 


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


 


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




 






    Ex. C


     


    

 


EXHIBIT D


 


FORM OF INVESTMENT LETTER


 


World Omni Auto Receivables LLC

250 Jim Moran Boulevard

Deerfield Beach, FL 33442




Wilmington Trust, National Association


as Owner Trustee of World Omni Auto Receivables Trust 2021-D


Rodney Square North


1100 North Market Street


Wilmington, DE 19890-0001


Attention: Corporate Trust Administration




U.S. Bank National Association, as Certificate Registrar and Paying Agent


190 South LaSalle Street


7th Floor


Chicago, IL 60603


 


 


Ladies and Gentlemen:


 


In connection with our proposed
purchase of Trust Certificates (the “Certificates”) of World Omni Auto Receivables Trust 2021-D (the “Issuing
Entity”), we confirm that:


 


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


 






    Ex. D-1


     


    

 


2.          [CHECK
ONE]


 


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



 


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



 


3.       We
are not and will not be and are not acting on behalf of or acquiring the notes with the assets of any person that is or will be (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 Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986,
as amended (the “Code”) that is subject to Section 4975 of the Code, (iii) any entity or account whose underlying
assets include “plan assets” (within the meaning of the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101,
as modified by Section 3(42) of ERISA (the “Plan Asset Regulation”)) or (iv) any U.S. governmental plan, non-U.S. plan,
church plan or any other employee benefit plan, account or arrangement that is subject to any U.S. federal, state, local or non-U.S. law
that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) (each of clause (i) through
(iv), a “Plan”). We hereby acknowledge that no transfer of any Certificate shall be permitted to be made to any person
unless the Owner Trustee has received (i) a certificate from such transferee to the effect of the preceding sentence or (ii) an opinion
of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that the purchase and holding
of any such Certificate by such person (A) will not result in the assets of the Issuing Entity being deemed to be “plan assets”
(within the meaning of the Plan Asset Regulation) or subject to Similar Law and will not subject the Certificate Registrar, the Owner
Trustee, the Indenture Trustee, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents
with respect to the Certificates and (B) will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code
or a violation of Similar Law.


 






    Ex. D-2


     


    

 


4.       We
are a “United States person” (within the meaning of Section 7701(a)(30) of the Code), and acknowledge that unless the Owner
Trustee and the Indenture Trustee shall have received an opinion of counsel (which counsel is independent from the Depositor and the Trust)
that such action shall not cause the 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, no purchase of any Certificate shall be permitted to be made to any person who is
not a United States person and any such purported purchase or transfer in violation of these restrictions shall be null and void.


 


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


 


6.       You
are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 





	 	Very
    truly yours,
	 	 
	 	[NAME
    OF PURCHASER]
	 	 
	 	By:	 
	 	 	Name:	   
	 	 	Title:	 
	 	
	 	 	Date:	 


 






    Ex. D-3


     


    

 


EXHIBIT E


 


FORM OF RECEIVABLES


 


Documents on file at:



Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654


 






    Ex. E