EXECUTION VERSION








	 







 


 TRUST AGREEMENT


 


between


 


WORLD OMNI AUTO RECEIVABLES LLC,


as Depositor,


 


and


 


U.S.
Bank TRUST national association,


as Owner Trustee


 


Dated April 23, 2014





	 














 




    	 



    	 



    

 


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	3
	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	8
	Section 3.07	Access to List of Certificateholders’ Names and Addresses	8
	Section 3.08	Maintenance of Office or Agency	9
	Section 3.09	Appointment of Paying Agent	9
	 	 	 
	ARTICLE IV
    Actions by Owner Trustee	9
	Section 4.01	Prior Notice to Certificateholders with Respect to Certain Matters	9
	Section 4.02	Action by Certificateholders with Respect to Certain Matters	10
	Section 4.03	Action by Certificateholders with Respect to Bankruptcy	10
	Section 4.04	Restrictions on Certificateholders’ Power	11
	Section 4.05	Majority Control	11
	 	 	 
	ARTICLE V
    Application of Trust Funds; Certain Duties	11
	Section 5.01	[Reserved]	11
	Section 5.02	Application of Trust Funds	11
	Section 5.03	Method of Payment	12
	Section 5.04	No Segregation of Monies; No Interest	12
	Section 5.05	Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others	12
	Section 5.06	Signature on Returns	13


 




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	ARTICLE
    VI Authority and Duties of Owner Trustee	13
	Section 6.01	General Authority	13
	Section 6.02	General Duties	13
	Section 6.03	Action upon Instruction	14
	Section 6.04	No Duties Except as Specified in this Agreement or in Instructions	15
	Section 6.05	No Action Except Under Specified Documents or Instructions	15
	Section 6.06	Restrictions	15
	Section 6.07	Execution of Notes	15
	Section 6.08	Doing Business in Other Jurisdictions	15
	 	 	 
	ARTICLE
    VII Concerning the Owner Trustee	16
	Section 7.01	Acceptance of Trusts and Duties	16
	Section 7.02	Furnishing of Documents	17
	Section 7.03	Representations and Warranties of the Owner Trustee	18
	Section 7.04	[Reserved]	18
	Section 7.05	Reliance; Advice of Counsel	18
	Section 7.06	Not Acting in Individual Capacity	19
	Section 7.07	Owner Trustee Not Liable for Trust Certificates or Receivables	19
	Section 7.08	Owner Trustee May Own Trust Certificates and Notes	19
	Section 7.09	Legal Proceedings	20
	Section 7.10	Communications Regarding Demands to Repurchase Receivables	20
	 	 	 
	ARTICLE
    VIII Compensation of Owner Trustee	21
	Section 8.01	Owner Trustee’s Fees and Expenses	21
	Section 8.02	Indemnification	21
	Section 8.03	Payments to the Owner Trustee	21
	 	 	 
	ARTICLE
    IX Termination of Trust Agreement	22
	Section 9.01	Termination of Trust Agreement	22
	 	 	 
	ARTICLE
    X Successor Owner Trustees and Additional Owner Trustees	23
	Section 10.01	Eligibility Requirements for Owner Trustee	23
	Section 10.02	Resignation or Removal of Owner Trustee	23
	Section 10.03	Successor Owner Trustee	24
	Section 10.04	Merger or Consolidation of the Owner Trustee	24
	Section 10.05	Appointment of Co-Trustee or Separate Trustee	25
	 	 	 
	ARTICLE
    XI Miscellaneous	26
	Section 11.01	Supplements and Amendments	26
	Section 11.02	No Legal Title to Owner Trust Estate in Certificateholders	27
	Section 11.03	Limitations on Rights of Others	27
	Section 11.04	Notices	27
	Section 11.05	Severability	28
	Section 11.06	Separate Counterparts	28
	Section 11.07	Successors and Assigns	28
	Section 11.08	Covenants of the Depositor	28
	Section 11.09	No Petition	29
	Section 11.10	No Recourse	29


 




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	Section 11.11	Headings	29
	Section 11.12	GOVERNING LAW	29
	Section 11.13	Compliance with Applicable Anti-Terrorism and Anti Money Laundering Regulations	30
	 	 	 
	ARTICLE XII
    COMPLIANCE WITH REGULATION AB	30
	Section 12.01	Intent of the Parties; Reasonableness	30
	Section 12.02	Information to Be Provided by the Owner Trustee	31
	 	 	 
	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	 


  




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TRUST AGREEMENT


 


This TRUST AGREEMENT
is dated April 23, 2014, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and U.S.
BANK 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 2014-A” 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 2014-A (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. (a) 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,
the Pre-Funding Account, if any, and the Negative Carry Account, if any, 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. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, the sum of $1 previously delivered. The
Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date hereof, of the foregoing 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.


 






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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 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 a separate
entity 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 any future Certificateholder by
the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent
with such tax treatment. The Trust shall not elect to be treated as an association 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.


 


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 in the State
of Delaware and administered in the State of Illinois. All bank accounts maintained by the Owner Trustee on behalf of the Trust
shall be located in the State of Delaware, Illinois or Minnesota. 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 Delaware, Illinois
or Minnesota, and payments will be made by the Trust only from Delaware, Illinois or Minnesota. The only office of the Trust shall
be the principal corporate trust office of the Owner Trustee located at 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.


 






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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 federal income tax or other federal, state
or local tax attributes of 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 March 11, 2014, 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 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. Union Bank, N.A. 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 is not
acting on behalf of (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), (ii) a plan subject to Section 4975 of the Code, (iii) any entity whose
underlying assets include plan assets by reason of a plan’s investment in the entity or (iv) any plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions 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” subject to
the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee,
the Indenture Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken
in the Basic Documents and (ii) will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code
or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer
shall not be an expense of the Issuing Entity, the Owner Trustee, the 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) taxable as a corporation for 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).


 


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.


 






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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.


 


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.


 


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.


 






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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.


 


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:


 






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(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);


 


(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.


 






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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.


 


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 not less than a 50% 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 not less than a 50% 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 Section 5.06(ii)(I) 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 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)(I) 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)(I) 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://trd-mp1.uboc.com/commercial-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp.
Assistance in using the website can be obtained by calling the Paying Agent’s customer service desk at (646) 452-2114. The
Paying Agent may change the way the statements and information are posted or distributed in order to make such distribution more
convenient and/or accessible for such Certificateholders, and the Paying Agent shall provide on the website timely and adequate
notification to all parties regarding any such change.


 






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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.


 


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 tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no 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 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 Certificates, the Certificateholder designated
for such purpose by the Depositor to the Owner Trustee in writing) 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 “tax matters partner” (within the meaning
of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated
as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders
(by Percentage Interest) shall be designated as tax matters partner. In no event shall the Certificateholder or the Depositor (or
such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders
arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax
imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply
therewith) except for any such liability, cost or expense attributable to any negligent act or omission by the Owner Trustee or
the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this
Agreement.


 






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Section
5.06   Signature on Returns.


 


The Depositor (or, if
the Depositor no longer owns any of the Certificates, the Certificateholder designated for such purpose pursuant to Section
5.05) or the Administrator 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.


 


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.


 






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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 the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal income tax purposes.
The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.06.


 


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 Transaction 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 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 reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to them;


 


(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 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 validity or sufficiency of the Basic Documents, 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, other than as expressly provided for herein;


 






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(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, and 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;


 


(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, unless such Certificateholders 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, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes 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, (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;


 


(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; and


 


(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.


 


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 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.


 






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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, on behalf of the Trust, the other Basic Documents to which
the Trust is a party and to carry out their respective terms; and the execution, delivery, and performance of this Agreement by
it and the other Basic Documents to which the Trust is a party have 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, signed by its president or
any vice president or by the treasurer or other Authorized Officers, 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.


 






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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, U.S. Bank 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 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. Subject to this Section 7.10, the Owner Trustee shall have no obligation to take
any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either World Omni or the
Depositor, provide notification to World Omni and the Depositor with respect to any actions taken by the Owner Trustee with respect
to any such demand communicated to a Reporting Officer of the Owner Trustee in respect of any Receivables, such notifications
to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such
other time frame as may be mutually agreed to by the Owner Trustee and World Omni or the Depositor, as applicable. Such notices
shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 190 Jim Moran
Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor,
to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention:
Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor
to the 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 comply with reasonable requests made by World Omni and the Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations.
The Owner Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information
in its actual possession that are reasonably requested in writing by World Omni or the Depositor and necessary in the good faith
determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations.
In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made
by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry
related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth
in this Section 7.10. The obligations of the Owner Trustee under the first two sentences of this Section 7.10 to
notify the Depositor and World Omni of any such demand made in non-written form shall not be applicable during such time as the
interpretations of the requirements of the Repurchase Rules and Regulations explicitly require reporting by World Omni and the
Depositor solely with respect to demands in written form.


 






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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 initial 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, 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) 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 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.


 


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.


 






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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, the Interest Rate Swaps,
if any, 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 termination 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
mailed 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.


 


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 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.


 






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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. (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) 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.


 






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(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.


 


Upon written acceptance
of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders,
the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail 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 mailed 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 mail notice of such merger, conversion
or consolidation to the Depositor, who shall promptly deliver such notice to each Rating Agency.


 






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Section
10.05   Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of 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, 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 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;


 


(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.


 






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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 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 and (ii) an Officer’s Certificate of the Depositor
stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.


 


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 50% of the Outstanding
Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii)
an Officer’s Certificate of the Depositor to that effect is delivered to the Indenture Trustee and the Owner Trustee by the
Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholders evidencing not less
than a 50% 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
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.


 






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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.


 


Notwithstanding any other
provision of this Agreement, if the consent of the Swap Counterparty, if any, is required pursuant to the Swap Counterparty Rights
Agreement to amend this Agreement, any such purported amendment shall be null and void ab initio unless the Swap Counterparty,
if any, consents in writing to such amendment.


 


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.


 


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, 190 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.


 






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(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. Any notice so mailed 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.


 


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. 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.


 


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 Certifcateholder’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.


 






    	29



    	 



    

 


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. In order to comply with laws, rules and regulations applicable to banking institutions, including those relating
to the funding of terrorist activities and money laundering, the Owner Trustee may be required to obtain, verify and record certain
information relating to individuals and entities which maintain a business relationship with the Owner Trustee. Accordingly each
of the parties to this transaction agrees to provide to the Owner Trustee upon its request from time to time such indentifying
information and documentation as may be available for such party in order to enable the Owner Trustee to comply with applicable
law.


 


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.


 






    	30



    	 



    

 


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;


 


(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;


 






    	31



    	 



    

 


(vii)       any
significant obligor;


 


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


 


(ix)         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.


 


* * * * * *


 




    	32



    	 



    

 


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:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee,
	 	 		
	 	 	By:	
	 	 	Name:
	 	 	Title:




 


Union Bank, N.A. 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 Paying Agent and Certificate Registrar.


 


 





	By:	 	 	 
	Name:	 	 
	Title:	 	 







 




    	 



    	 



    

 


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 is not acting on behalf of (i) an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), (ii) a plan subject to Section 4975 of the internal
revenue Code of 1986, as amended (the “Code”), (iii) any entity whose underlying assets include plan assets
by reason of a plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is,
to a material extent, similar to the foregoing provisions 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” subject to the prohibited transactions provisions of ERISA,
Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Certificate Registrar,
the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and (ii) will not constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the
certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the
Owner Trustee, the 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) TAXABLE AS A CORPORATION FOR 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 2014-A


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 “Initial Receivables”) and those retail
installment contracts transferred to the Trust on Subsequent Transfer Dates during the Funding Period, if any, (the “Subsequent
Receivables” and, together with the Initial Receivables, the “Receivables”), all monies received on
or after the applicable 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 2014-A (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.


  





	u.s. bank trust national association, not in its individual capacity but solely as Owner Trustee	 	u.s. bank trust national association, not in its individual capacity but solely as Owner Trustee
		
        OR

         
	
         

        By: Union Bank, N.A., as Authenticating Agent





  





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







  






    	Ex. A-4



    	 



    

 


The Trust was created
pursuant to a Trust Agreement dated March 11, 2014 (as amended and restated on April 23, 2014, and as may be amended, restated
or supplemented from time to time, the “Trust Agreement”), between the Depositor and U.S. BANK 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 April 23, 2014 (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.


 


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 April 23, 2014 (the “Indenture”), between the Trust and Union Bank,
N.A., 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 “Initial Receivables”) and those retail installment contracts
transferred to the Trust on Subsequent Transfer Dates during the Funding Period, if any, (the “Subsequent Receivables”
and, together with the Initial Receivables, the “Receivables”), all monies received after the applicable 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; the Interest Rate Swaps, if any; 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 May 15, 2014, 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.


 






    	Ex. A-5



    	 



    

 


It is the intention of
the Depositor, the Servicer and the Certificateholders that, solely for 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.


 


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 2014-A
	 	 	 	 	 
	 	 	 	By:	u.s. bANK 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 not less than a 50% Percentage Interest in the Trust Certificates and holders of not less
than 50% 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 Union Bank, N.A.


 


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.


 






    	Ex. A-8



    	 



    

 


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.


 


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 2014-A


 


THIS Certificate of
Trust of WORLD OMNI AUTO RECEIVABLES TRUST 2014-A (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 2014-A.


 


2.          Delaware
Trustee. The name and business address of the trustee of the Trust in the State of Delaware are U.S. Bank Trust National Association,
300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.


 


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


 


* * * * *


 




    	Ex. B-1



    	 



    

 


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


 





	 	U.S. BANK 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


190 Jim Moran Boulevard


Deerfield Beach, FL 33442


 


U.S. Bank Trust National Association


as Owner Trustee of World Omni Auto Receivables Trust 2014-A


Mail Code MK 12 SL7R


190 S. LaSalle St. 7th Floor


Chicago, Illinois 60603


Attention: Edwin Janis


 


Union Bank, N.A.


1251 Avenue of the Americas


19th Floor


New York, New York 10020


  


		Re:	World Omni Auto Receivables Trust 2014-A
	 	 	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


190 Jim Moran Boulevard


Deerfield Beach, FL 33442


 


U.S. Bank Trust National Association


as Owner Trustee of World Omni Auto Receivables Trust 2014-A


Mail Code MK 12 SL7R


190 S. LaSalle St. 7th Floor


Chicago, Illinois 60603


Attention: Edwin Janis


 


Union Bank, N.A.


1251 Avenue of the Americas


19th Floor


New York, New York 10020


 


Ladies and Gentlemen:


 


In connection with our
proposed purchase of Trust Certificates (the “Certificates”) of World Omni Auto Receivables Trust 2014-A (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 are not acting on behalf of (i) an employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), (ii) a plan subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), (iii) any entity whose underlying assets include plan assets by reason
of a plan’s investment in the entity or (iv) any plan that is subject to any federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”). We hereby acknowledge that
no transfer of any Certificate shall be permitted to be made to any person unless the 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” and subject to the prohibited transaction provisions
of ERISA, Section 4975 of the Code or 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 constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or Similar
Law.


 






    	Ex. D-2



    	 



    

 


4.          We
are a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue 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) taxable
as a corporation for 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