<PAGE>

                                                                  EXECUTION COPY


 ==============================================================================



                                 TRUST AGREEMENT


                                     between


                        WORLD OMNI AUTO RECEIVABLES LLC,
                                  as Depositor,


                                       and


                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                as Owner Trustee


                              Dated March 11, 2003


 ==============================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                           Page
                                                                                                                           ----
<S>                                                                                                                        <C>
ARTICLE I Definitions ....................................................................................................    1

     SECTION 1.01        Capitalized Terms ...............................................................................    1
     SECTION 1.02        Other Definitional Provisions ...................................................................    4

ARTICLE II Organization ..................................................................................................    5

     SECTION 2.01        Name ............................................................................................    5
     SECTION 2.02        Office ..........................................................................................    5
     SECTION 2.03        Purposes and Powers .............................................................................    5
     SECTION 2.04        Appointment of Owner Trustee ....................................................................    6
     SECTION 2.05        Initial Capital Contribution of Owner Trust Estate ..............................................    6
     SECTION 2.06        Declaration of Trust ............................................................................    6
     SECTION 2.07        Liability of the Depositor and the Certificateholders ...........................................    7
     SECTION 2.08        Title to Trust Property .........................................................................    7
     SECTION 2.09        Situs of Trust ..................................................................................    7
     SECTION 2.10        Representations and Warranties of the Depositor .................................................    7
     SECTION 2.11        Financing Statements ............................................................................    9
     SECTION 2.12        Amended and Restated Trust Agreement ............................................................    9

ARTICLE III Trust Certificates and Transfer of Interests .................................................................    9

     SECTION 3.01        [Reserved] ......................................................................................    9
     SECTION 3.02        The Trust Certificates ..........................................................................    9
     SECTION 3.03        Authentication of Trust Certificates ............................................................    9
     SECTION 3.04        Registration of Transfer and Exchange of Trust Certificates .....................................   10
     SECTION 3.05        Mutilated, Destroyed, Lost or Stolen Trust Certificates .........................................   12
     SECTION 3.06        Persons Deemed Owners ...........................................................................   12
     SECTION 3.07        Access to List of Certificateholders' Names and Addresses .......................................   12
     SECTION 3.08        Maintenance of Office or Agency .................................................................   13
     SECTION 3.09        Appointment of Paying Agent .....................................................................   13

ARTICLE IV Actions by Owner Trustee ......................................................................................   13

     SECTION 4.01        Prior Notice to Certificateholders with Respect to Certain Matters ..............................   13
     SECTION 4.02        Action by Certificateholders with Respect to Certain Matters ....................................   14
     SECTION 4.03        Action by Certificateholders with Respect to Bankruptcy .........................................   14
     SECTION 4.04        Restrictions on Certificateholders' Power .......................................................   15
     SECTION 4.05        Majority Control ................................................................................   15
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
ARTICLE V Application of Trust Funds; Certain Duties .....................................................................   15

     SECTION 5.01        [Reserved] ......................................................................................   15
     SECTION 5.02        Application of Trust Funds ......................................................................   15
     SECTION 5.03        Method of Payment ...............................................................................   16
     SECTION 5.04        No Segregation of Monies; No Interest ...........................................................   16
     SECTION 5.05        Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others .......   16
     SECTION 5.06        Signature on Returns ............................................................................   17

ARTICLE VI Authority and Duties of Owner Trustee .........................................................................   17

     SECTION 6.01        General Authority ...............................................................................   17
     SECTION 6.02        General Duties ..................................................................................   17
     SECTION 6.03        Action upon Instruction .........................................................................   18
     SECTION 6.04        No Duties Except as Specified in this Agreement or in Instructions ..............................   19
     SECTION 6.05        No Action Except Under Specified Documents or Instructions ......................................   19
     SECTION 6.06        Restrictions ....................................................................................   19
     SECTION 6.07        Issuance of Notes ...............................................................................   19

ARTICLE VII Concerning the Owner Trustee .................................................................................   19

     SECTION 7.01        Acceptance of Trusts and Duties .................................................................   19
     SECTION 7.02        Furnishing of Documents .........................................................................   22
     SECTION 7.03        Representations and Warranties of the Owner Trustee .............................................   22
     SECTION 7.04        [Reserved] ......................................................................................   23
     SECTION 7.05        Reliance; Advice of Counsel .....................................................................   23
     SECTION 7.06        Not Acting in Individual Capacity ...............................................................   23
     SECTION 7.07        Owner Trustee Not Liable for Trust Certificates or Receivables ..................................   23
     SECTION 7.08        Owner Trustee May Own Trust Certificates and Notes ..............................................   24

ARTICLE VIII Compensation of Owner Trustee ...............................................................................   24

     SECTION 8.01        Owner Trustee's Fees and Expenses ...............................................................   24
     SECTION 8.02        Indemnification .................................................................................   24
     SECTION 8.03        Payments to the Owner Trustee ...................................................................   25

ARTICLE IX Termination of Trust Agreement ................................................................................   25

     SECTION 9.01        Termination of Trust Agreement ..................................................................   25

ARTICLE X Successor Owner Trustees and Additional Owner Trustees .........................................................   26

     SECTION 10.01       Eligibility Requirements for Owner Trustee ......................................................   26
     SECTION 10.02       Resignation or Removal of Owner Trustee .........................................................   26
     SECTION 10.03       Successor Owner Trustee .........................................................................   27
     SECTION 10.04       Merger or Consolidation of the Owner Trustee ....................................................   28
     SECTION 10.05       Appointment of Co-Trustee or Separate Trustee ...................................................   28

ARTICLE XI Miscellaneous .................................................................................................   29
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
     SECTION 11.01       Supplements and Amendments ......................................................................   29
     SECTION 11.02       No Legal Title to Owner Trust Estate in Certificateholders ......................................   31
     SECTION 11.03       Limitations on Rights of Others .................................................................   31
     SECTION 11.04       Notices .........................................................................................   31
     SECTION 11.05       Severability ....................................................................................   31
     SECTION 11.06       Separate Counterparts ...........................................................................   32
     SECTION 11.07       Successors and Assigns ..........................................................................   32
     SECTION 11.08       Covenants of the Depositor ......................................................................   32
     SECTION 11.09       No Petition .....................................................................................   32
     SECTION 11.10       No Recourse .....................................................................................   33
     SECTION 11.11       Headings ........................................................................................   33
     SECTION 11.12       GOVERNING LAW ...................................................................................   33

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       [Reserved]
EXHIBIT F       Forms of Receivables
</TABLE>

                                      iii

<PAGE>

                                 TRUST AGREEMENT

         This TRUST AGREEMENT is dated March 11, 2003, 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. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

         "Administration Agreement" shall mean the Administration Agreement,
dated as of the date hereof, among the Administrator, the Trust and the
Indenture Trustee, as amended from time to time.

         "Administrator" shall mean World Omni, or any successor Administrator
under the Administration Agreement.

         "Agreement" shall mean this Trust Agreement, as the same may be amended
and supplemented from time to time.

         "Basic Documents" shall have the meaning assigned in the Indenture.

         "Benefit Plan" shall have the meaning assigned to such term in Section
3.04.

         "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit B filed for the Trust pursuant to Section 3810(a) of the Statutory
Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.

         "Certificateholder" or "Holder" shall mean a Person in whose name a
Trust Certificate is registered in the Certificate Register.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

         "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the corporate trust office of the Owner Trustee located at c/o U.S. Bank N.A.,
Wrigley Building, 400

<PAGE>

N. Michigan Ave., 2/nd/ Floor, Chicago, IL 60611 or at such other address as the
Owner Trustee may designate by notice to the Certificateholders and the
Depositor, or the principal corporate trust office of any successor Owner
Trustee at the address designated by such successor Owner Trustee by notice to
the Certificateholders and the Depositor.

         "Depositor" shall mean World Omni Auto Receivables LLC in its capacity
as depositor hereunder.

         "ERISA" shall have the meaning assigned thereto in Section 3.04.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

         "Indenture" shall mean the Indenture, dated as of the date hereof,
between the Trust and the Indenture Trustee, as amended and supplemented from
time to time.

         "Indenture Trustee" shall mean The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as indenture trustee
under the Indenture, and any successor Indenture Trustee.

         "Initial Trust Agreement" shall have the meaning assigned to such term
in Section 2.12.

         "Issuer" shall mean the Trust.

         "Owner Trust Estate" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement, all funds on deposit from time
to time in the Trust Accounts and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Sale and Servicing Agreement and the Administration Agreement.

         "Owner Trustee" shall mean U.S. Bank Trust National Association, a
national banking association, not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.

         "Paying Agent" shall mean any paying agent or co-paying agent appointed
pursuant to Section 3.09 and shall initially be the Indenture Trustee.

         "Percentage Interest" shall mean, with respect to each Trust
Certificate, the percentage interest in the Trust represented by such Trust
Certificate.

                                       2

<PAGE>

         "Person" shall mean any individual, corporation, limited liability
company, estate, partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.

         "Receivables Purchase Agreement" shall mean the Receivables Purchase
Agreement, dated as of the date hereof, between World Omni, as seller, and the
Depositor, as purchaser, as amended from time to time.

         "Record Date" shall mean, with respect to any Payment Date, the close
of business on the business day immediately preceding such Payment Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of the date hereof, among the Trust, as issuer, the
Depositor, as seller and World Omni, as servicer, as the same may be amended or
supplemented from time to time.

         "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

         "Servicer" shall mean World Omni, or any successor servicer under the
Sale and Servicing Agreement.

         "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code (S) 3801 et seq., as the same may be amended from
time to time.

         "Treasury Regulations" shall mean regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean the trust established by this Agreement.

         "Trust Certificate" shall mean a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form attached
hereto as Exhibit A.

         "World Omni" shall mean World Omni Financial Corp., a Florida
corporation, and any successor in interest.

                                       3

<PAGE>

         SECTION 1.02  Other Definitional Provisions. (a) Capitalized terms used
and not otherwise defined herein have the meanings assigned to them in the Sale
and Servicing Agreement or, if not defined therein, in the Indenture.

         (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

         (c) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.

         (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation".

         (e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

         (f) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                       4

<PAGE>

                                   ARTICLE II

                                  ORGANIZATION

         SECTION 2.01  Name. The Trust created hereby shall be known as "World
Omni Auto Receivables Trust 2003-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.

         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 Certificates to the Depositor;

                (ii)  with the proceeds of the sale of the Notes, to purchase
         the Receivables 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;

                (vi)  to give the Issuer Order (as defined in the Indenture) 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

                                       5

<PAGE>

          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.
The Depositor shall pay organizational expenses of the Trust as they may arise
or shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

         SECTION 2.06 Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a statutory trust
under the Statutory Trust Statute 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 in the Statutory Trust Statute with respect to accomplishing the
purposes of the Trust. Any action taken on behalf of the Trust prior to the

                                       6

<PAGE>

date hereof with respect to the filing of financing statements or the
Certificate of Trust 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 were a partnership
under the Delaware Revised Uniform Limited Partnership Act in which the
Depositor were 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 or the State of Illinois. 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 without the State
of Delaware. Payments will be received by the Trust only in Delaware or
Illinois, and payments will be made by the Trust only from Delaware or Illinois.
The only office of the Trust shall be the principal corporate trust office of
the Owner Trustee located at 300 Delaware Ave., 8/th/ Floor, Wilmington,
Delaware 19801.

         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.

                                       7

<PAGE>

         (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: (A) asserting the invalidity of this
Agreement or any of the other Basic Documents, (B) 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,
(C) 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 (D) 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.

                                       8

<PAGE>

         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 February 5, 2003 between the Seller 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 a 100% Percentage Interest in the Trust. On the date hereof, the
Depositor or its designee shall be the sole Holder 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 its Holder 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, by manual signature; such
authentication shall constitute conclusive

                                       9

<PAGE>

evidence that such Trust Certificate shall have been duly authenticated and
delivered hereunder. All Trust Certificates shall be dated the date of their
authentication.

          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 Owner Trustee shall provide
for the registration of Trust Certificates and of transfers and exchanges of
Trust Certificates as herein provided. The Owner Trustee shall be the initial
Certificate Registrar.

          The Trust Certificates have not been and will not be registered under
the Securities Act and will not be listed on any exchange. No transfer of a
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 Holder desiring to effect such transfer and such Holder'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 Owner Trustee 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 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
Holder of a Certificate and any prospective transferee designated by any such
Holder 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 Holder of a Certificate desiring to effect
such a transfer shall, and does hereby agree to, indemnify the Issuer, 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 Owner Trustee has received (A) a certificate in the form of paragraph 3 to
the Investment Letter attached hereto as Exhibit D from such Person to the
effect that such Person is not (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as

                                       10

<PAGE>

amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code or (iii) any entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity (each, a "Benefit Plan") or (B) an opinion of counsel satisfactory to the
Owner Trustee and the Depositor to the effect that the purchase and holding of
such Trust Certificate will not constitute or result in the assets of the Issuer
being deemed to be "plan assets" subject to the prohibited transactions
provisions of ERISA or Section 4975 of the Code and will not subject the Owner
Trustee, the Indenture Trustee or the Depositor to any obligation in addition to
those undertaken in the Basic Documents; provided, however, that the Owner
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Owner
Trustee has rendered an opinion to the effect that the purchase and holding of a
Trust Certificate by a Benefit Plan or a Person that is purchasing or holding
such a Trust Certificate with the assets of a Benefit Plan will not constitute
or result in a prohibited transaction under ERISA or Section 4975 of the Code.
The preparation and delivery of the certificate and opinions referred to above
shall not be an expense of the Issuer, the Owner Trustee, 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.

          The Owner Trustee 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, 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 Holder, 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.

          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 Holder or such Holder's attorney duly authorized in writing.
Each Trust Certificate surrendered for registration of transfer or exchange
shall be cancelled and subsequently disposed of by the Owner Trustee in
accordance with its customary practice.

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

                                       11

<PAGE>

          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
bona fide 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 Owner Trustee shall furnish or cause to be furnished to the
Servicer and the Depositor, within 15 days after receipt by the Owner Trustee of
a written request therefor from the Servicer or the Depositor, a list, in such
form as 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 Holders of Trust Certificates
evidencing not less than a 25% Percentage Interest of the Certificates apply in
writing to the Owner Trustee, 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 Owner Trustee 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 Holder, by
receiving and holding a Trust Certificate, shall be deemed to have agreed not to

                                       12

<PAGE>

hold any of the Depositor, the Certificate Registrar or the Owner Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

          SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall
maintain an office or offices or agency or agencies where Trust Certificates may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Trust Certificates and
the Basic Documents may be served. The Owner Trustee initially designates the
Corporate Trust Office, as its office for such purposes. The Owner Trustee shall
give prompt written notice to the Depositor and to the Certificateholders of any
change in the location of the Certificate Register or 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 and shall report
the amounts of such distributions to the Owner Trustee. 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 Owner Trustee shall appoint a successor to
act as Paying Agent (which shall be a bank or trust company). The Owner Trustee
shall cause such successor Paying Agent or any additional Paying Agent appointed
by the Owner Trustee 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

                                       13

<PAGE>

notified the Owner Trustee in writing prior to the 30th day after such notice is
given that such Certificateholders have withheld consent or provided alternative
direction:

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

          (b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Statutory
Trust Statute);

          (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;

          (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; or

          (f) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a
successor Certificate Registrar, or the 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.

          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 1.08 thereof, (b) appoint a
successor Administrator under the Administration Agreement pursuant to Section
1.08 thereof, (c) remove the Servicer under the Sale and Servicing Agreement
pursuant to Section 8.01 thereof or (d) except as expressly provided in the
Basic Documents, sell the Receivables after the termination of the Indenture.
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 a 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

                                       14

<PAGE>


Trust under any applicable federal or state law relating to bankruptcy, (iv)
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or any similar official) of the Trust or a substantial portion of
the assets of the Trust, (v) make any assignment for the benefit of the Trust's
creditors, (vi) cause the Trust to admit in writing its inability to pay its
debts generally as they become due, or (vii) take any action, or cause the Trust
to take any action, in furtherance of any of the foregoing (any of the above, a
"Bankruptcy Action"). So long as the Indenture remains in effect, no
Certificateholder shall have the power to take, and shall not take, any
Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take
any Bankruptcy Action with respect to the Trust.

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

          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 Holders 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 Holders 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 Section 5.02(b) hereof, the Paying Agent shall distribute to
Certificateholders, on a pro rata basis, amounts pursuant to Section
5.06(ii)(F), (iii)(E) or (iv)(E) or Section 5.07(d) of the Sale and Servicing
Agreement with respect to such Payment Date.

          (b) The Holders 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 to retain in the Collection Account all or a
portion of distributions otherwise payable to them pursuant to Section
5.06(ii)(F), (iii)(E) or (iv)(E) 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

                                       15

<PAGE>

claim to such amounts (unless distributed on a subsequent Payment Date pursuant
to Section 5.06(ii)(F) of the Sale and Servicing Agreement).

          (c) On each Payment Date, the Paying Agent shall send to each
Certificateholder copies of the statement or statements provided to the Owner
Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing
Agreement with respect to such Payment Date.

          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 Holder 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 Holder does not qualify under clause (x), by check
mailed to such Certificateholder at the address of such holder appearing in the
Certificate Register.

          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.

          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

                                       16

<PAGE>

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 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.

          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) 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 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 Owner Trustee's execution thereof. 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 to take such action as the
Administrator recommends 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

                                       17

<PAGE>

Basic Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder to the extent the
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Owner Trustee or the Trust hereunder or under any
Basic Document, and the Owner Trustee shall not be held liable for the default
or failure of the Administrator to carry out its obligations under the
Administration Agreement.

          SECTION 6.03 Action upon Instruction. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust.
Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

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

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

          (d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any Basic Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice

                                       18

<PAGE>

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.

     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 Issuance of Notes. The Owner Trustee is hereby authorized and
directed on behalf of the Trust to issue the Notes pursuant to the Indenture.

                                  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

                                       19

<PAGE>

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 them 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 their 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 any 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;

     (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

                                       20

<PAGE>

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 them 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 them
reasonable security or indemnity satisfactory to the Owner Trustee against the
costs, expenses and liabilities that may be incurred by them 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 their 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; and

     (i) In no event shall the Owner Trustee be personally liable (i) for
special, consequential or punitive damages, (ii) for the acts or omissions of
its nominees, correspondents, clearing agencies or securities depositories and
(iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall
have no responsibility for the accuracy of any information provided to the
Holders or any other Person that has been obtained from, or provided to the
Owner Trustee.

     (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.

                                       21

<PAGE>

     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.

     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 federal laws of the United States of America. 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.

                                       22

<PAGE>

     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.

     (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

                                       23

<PAGE>

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.

                                  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.

     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, 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

                                       24

<PAGE>

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 termination 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.

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

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

     SECTION 9.01 Termination of Trust Agreement. (a) This Agreement (other than
Article VIII) and the Trust shall terminate and be of no further force or effect
upon the final distribution by the Owner Trustee or Paying Agent of all monies
or other property or proceeds of the Owner Trust Estate in accordance with the
terms of the Indenture, the Sale and Servicing Agreement and Article V. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the Trust
or (y) entitle such Certificateholder's legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition
or winding up of all or any part of the Trust or Owner Trust Estate or (z)
otherwise affect the rights, obligations and liabilities of the parties hereto.

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

     (c) Notice of any 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 Owner Trustee) and the Owner Trustee at the time such notice is given to
Certificateholders. Upon presentation and surrender of

                                       25

<PAGE>

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 Owner Trustee to the Depositor.

     (d) Upon the winding up of the Trust and its termination, 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 Business Trust
Statute.

                                   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 satisfying the provisions of Section 3807(a)
of the Business Trust Statute 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 of at
least "A" (or the equivalent) by each Rating Agency. If such corporation 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

                                       26

<PAGE>

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 shall remove the Owner
Trustee under the authority of the immediately preceding sentence, 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.

     (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.

                                       27

<PAGE>

          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 Statute.

          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 shall be eligible
pursuant to Section 10.01 and, provided, further, that the Owner Trustee shall
mail notice of such merger or consolidation to each Rating Agency.

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

                                       28

<PAGE>

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.

          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

                                       29

<PAGE>

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 (as defined in the Indenture)
and the consent of the Certificateholders evidencing not less than a 50%
Percentage Interest of the Trust Certificates, 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 Owner Trustee may prescribe.

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

          Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. 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.

                                       30

<PAGE>

          In connection with the execution of any amendment to this Agreement or
any amendment of any other agreement to which the Issuer is a party, the Owner
Trustee shall be entitled to receive and conclusively rely upon an Opinion of
Counsel or certificate of the Administrator to the effect that such amendment is
authorized or permitted by the Basic Documents and that all conditions precedent
in the Basic Documents for the execution and delivery thereof by the Issuer or
the Owner Trustee, as the case may be, have been satisfied.

          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, facsimile: (312) 836-6701; 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: Patrick C.
Ossenbeck; or, as to each party, at such other address as shall be designated by
such party in a written notice to each other party.

          (b)  Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder 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.

          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

                                       31

<PAGE>

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.

          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 bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection

                                       32

<PAGE>

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.

          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.

                                   * * * * * *

                                       33

<PAGE>

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



                                             WORLD OMNI AUTO RECEIVABLES LLC,
                                                as Depositor

                                             By:  /s/ Alan Kirschenbaum
                                                --------------------------------
                                                Name:  Alan Kirschenbaum
                                                Title: Assistant Treasurer

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

                                             By:  /s/ Nancie J. Arvin
                                                --------------------------------
                                                Name:  Nancie J. Arvin
                                                Title: Vice President

THE BANK OF NEW YORK acknowledges and accepts, as of the date first above
written, its appointment as Paying Agent in accordance with the terms of this
Agreement and agrees to be bound by the terms of this Agreement applicable to
the Paying Agent.

By:   /s/ John Bobko
    -------------------------------
Name:  John Bobko
Title: Assistant Vice President

                                                                 Trust Agreement

<PAGE>

                                                                       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

                                       A-1

<PAGE>

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 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.

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
A 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.

THIS CERTIFICATE WILL NOT BE REGISTERED FOR TRANSFER UNLESS THE OWNER TRUSTEE
RECEIVES EITHER (1) A REPRESENTATION FROM THE TRANSFEREE OF SUCH CERTIFICATE TO
THE EFFECT THAT SUCH TRANSFEREE NEITHER IS NOR IS ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN") AND IS NOT
USING THE ASSETS OF A PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW TO INVEST
IN THE CERTIFICATES OR (2) IF THE TRANSFEREE IS A PLAN, OR IS ACTING ON BEHALF
OF A PLAN TO INVEST IN THIS CERTIFICATE, OR IS USING THE ASSETS OF A PLAN TO
INVEST IN THIS CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER

                                       A-2

<PAGE>

TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "PLAN ASSETS" OR SUBJECT THE DEPOSITOR, THE SERVICER,
THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND
THE ADMINISTRATION AGREEMENT, INCLUDING ANY LIABILITIES ASSESSED FOR "PROHIBITED
TRANSACTIONS" UNDER ERISA, THE CODE OR SIMILAR LAW. ANY PURPORTED TRANSFER OF A
CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY OF AN OPINION OF
COUNSEL REFERRED TO IN CLAUSE (2) ABOVE SHALL BE VOID AND OF NO EFFECT.

                                       A-3

<PAGE>

NO.:

                    WORLD OMNI AUTO RECEIVABLES TRUST 2003-A
                                TRUST CERTIFICATE

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

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

          THIS CERTIFIES THAT ________________ is the registered owner of ___%
nonassessable, fully-paid, fractional undivided interest in World Omni Auto
Receivables Trust 2003-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

                                            By:_______________________________
                                            Authorized Signatory

                                       A-4

<PAGE>

          The Trust was created pursuant to a Trust Agreement dated February 5,
2003, (as amended and restated as of March 11, 2003 and as may be further
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 March 11, 2003 (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 March 11, 2003 (the "Indenture"), between the
Trust and The Bank of New York, 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 Holder of this Trust Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound. The property of the
Trust consists of retail installment sale contracts for new and used automobiles
and light-duty trucks (collectively, the "Receivables"), all monies received
after the Cutoff Date; any proceeds with respect to the Receivables from claims
on any physical damage, credit life or disability, theft, mechanical breakdown
or "guaranteed auto protection" insurance policies relating to Financed Vehicles
or Obligors; any Financed Vehicle that shall have secured a Receivable and shall
have been acquired by or on behalf of the Depositor, the Servicer, or the Trust;
the Receivables Purchase Agreement; the Sale and Servicing Agreement, including
the right of the Depositor to cause World Omni to purchase Receivables under
certain circumstances; the Trust Accounts; and certain other rights under the
Trust Agreement and Sale and Servicing Agreement and all proceeds of the
foregoing (but excluding the Notes and Trust Certificates). The rights of the
Certificateholders are subordinated to the rights of the Noteholders, as and to
the extent set forth in the Sale and Servicing Agreement.

          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 April 15, 2003,
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 Holder 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.

                                       A-5

<PAGE>

          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
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 Holder 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.

                                       A-6

<PAGE>

          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 2003-A


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


Dated:  _________________                            By:________________________
                                                          Authorized Signatory

                                       A-7

<PAGE>

                         [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 (as defined in the Indenture). Any such consent by the
Holder of this Trust Certificate shall be conclusive and binding on such Holder
and on all future Holders 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 Holders 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 Owner Trustee, accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Trust Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is U.S. Bank Trust National Association.

          Except as provided in the Trust Agreement, the Trust Certificates
shall be issued in a 100% Percentage Interest. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates of authorized
denominations evidencing the same aggregate denomination, as requested by the
Holder 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.

                                       A-8

<PAGE>

          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 less than or equal to 10% of the Original
Pool Balance.

                                       A-9

<PAGE>

                                   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.


                                      A-10

<PAGE>

                                                                       EXHIBIT B

                             CERTIFICATE OF TRUST OF
                    WORLD OMNI AUTO RECEIVABLES TRUST 2003-A

         THIS Certificate of Trust of WORLD OMNI AUTO RECEIVABLES TRUST 2003-A
(the "Trust"), is being duly executed and filed by the undersigned, as trustees,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del.
C.(S)3801 et seq.) (the "Act").

         1.   Name. The name of the statutory trust formed hereby is World Omni
Auto Receivables Trust 2003-A.


         2.   Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware aren U.S. Bank Trust National Association,
300 Delaware Avenue, Suite 813, Wilmington, Delaware 19801.

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

                                       B-1

<PAGE>

              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
                                             as Owner Trustee,



                                             By: _______________________________
                                                 Name:
                                                 Title:

                                       B-2

<PAGE>

                                                                       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
World Omni Auto Receivables Trust 2003-A


         Re:  World Omni Auto Receivables Trust 2003-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

                                       C-1

<PAGE>

                                                                       EXHIBIT D

                            FORM OF INVESTMENT LETTER


World Omni Auto Receivables LLC
190 Jim Moran Boulevard
Deerfield Beach, FL 33442


The Bank of New York, as Owner Trustee
World Omni Auto Receivables Trust 2003-A


Ladies and Gentlemen:

              In connection with our proposed purchase of Trust Certificates
(the "Certificates") of World Omni Auto Receivables Trust 2003-A (the "Issuer"),
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

                                      D-1

<PAGE>

         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.

                    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 (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA")) that is subject to the provisions of Title I of
         ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) a
         governmental plan (as defined in Section 3(32) of ERISA) subject to any
         federal, state or local law ("Similar Law") which is, to a material
         extent, similar to the foregoing provisions of ERISA or the Code or
         (iv) any entity whose underlying assets include plan assets by reason
         of a plan's investment in the entity (each, a "Benefit Plan"). 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 Trustee to

                                      D-2

<PAGE>

         the effect that the purchase and holding of any such Certificate will
         not constitute or result in the assets of the Issuer being deemed to be
         "plan assets" and subject to the prohibited transaction provisions of
         ERISA or Section 4975 of the Code and will not subject the Owner
         Trustee, the Indenture Trustee, the Seller, the Servicer or the
         Depositor to any obligation in addition to those undertaken in the
         Basic Documents with respect to the Certificates (provided, however,
         that the Owner Trustee will not require such certificate or opinion in
         the event that, as a result of change of law or otherwise, counsel
         satisfactory to the Owner Trustee has rendered an opinion to the effect
         that the purchase and holding of any such Certificate by a Benefit Plan
         or a Person that is purchasing or holding any such Certificate with the
         assets of a Benefit Plan will not constitute or result in a prohibited
         transaction under ERISA or Section 4975 of the Code).


                    4. 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.


                    5. 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: _____________________________

                                      D-3