TRUST AGREEMENT

between

WORLD OMNI AUTO RECEIVABLES LLC, as Depositor,

and

DEUTSCHE BANK TRUST COMPANY DELAWARE, AS OWNER TRUSTEE

Dated February 21, 2007

TABLE OF CONTENTS

Page

ARTICLE I Definitions 1

SECTION 1.01 Capitalized Terms 1

ARTICLE II Organization 1

SECTION 2.01 Name 1

SECTION 2.02 Office 1

SECTION 2.03 Purposes and Powers 1

SECTION 2.04 Appointment of Owner Trustee 2

SECTION 2.05 Initial Capital Contribution of Owner Trust Estate 2

SECTION 2.06 Declaration of Trust 2

SECTION 2.07 Liability of the Depositor and the Certificateholders 3

SECTION 2.08 Title to Trust Property 3

SECTION 2.09 Situs of Trust 4

SECTION 2.10 Representations and Warranties of the Depositor 4

SECTION 2.11 Financing Statements 5

SECTION 2.12 Amended and Restated Trust Agreement 5

ARTICLE III Trust Certificates and Transfer of Interests 5

SECTION 3.01 [Reserved]. 5

SECTION 3.02 The Trust Certificates 5

SECTION 3.03 Authentication of Trust Certificates 6

SECTION 3.04 Registration of Transfer and Exchange of Trust Certificates 6

SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates 8

SECTION 3.06 Persons Deemed Owners 8

SECTION 3.07 Access to List of Certificateholders' Names and Addresses 8

SECTION 3.08 Maintenance of Office or Agency 9

SECTION 3.09 Appointment of Paying Agent 9

ARTICLE IV Actions by Owner Trustee 9

SECTION 4.01 Prior Notice to Certificateholders with Respect to Certain Matters 9

SECTION 4.02 Action by Certificateholders with Respect to Certain Matters 10

SECTION 4.03 Action by Certificateholders with Respect to Bankruptcy 10

SECTION 4.04 Restrictions on Certificateholders' Power 11

SECTION 4.05 Majority Control 11

ARTICLE V Application of Trust Funds; Certain Duties 11

SECTION 5.01 [Reserved] 11

SECTION 5.02 Application of Trust Funds. 11

SECTION 5.03 Method of Payment 11

SECTION 5.04 No Segregation of Monies; No Interest 12

SECTION 5.05 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 12

SECTION 5.06 Signature on Returns 13

ARTICLE VI Authority and Duties of Owner Trustee 13

SECTION 6.01 General Authority 13

SECTION 6.02 General Duties 13

SECTION 6.03 Action upon Instruction 13

SECTION 6.04 No Duties Except as Specified in this Agreement or in Instructions 14

SECTION 6.05 No Action Except Under Specified Documents or Instructions 15

SECTION 6.06 Restrictions 15

SECTION 6.07 Issuance of Notes 15

ARTICLE VII Concerning the Owner Trustee 15

SECTION 7.01 Acceptance of Trusts and Duties 15

SECTION 7.02 Furnishing of Documents 17

SECTION 7.03 Representations and Warranties of the Owner Trustee 17

SECTION 7.04 [Reserved]. 18

SECTION 7.05 Reliance; Advice of Counsel 18

SECTION 7.06 Not Acting in Individual Capacity 18

SECTION 7.07 Owner Trustee Not Liable for Trust Certificates or Receivables 18

SECTION 7.08 Owner Trustee May Own Trust Certificates and Notes 19

SECTION 7.09 Legal Proceedings 19

ARTICLE VIII Compensation of Owner Trustee 19

SECTION 8.01 Owner Trustee's Fees and Expenses 19

SECTION 8.02 Indemnification 19

SECTION 8.03 Payments to the Owner Trustee 20

ARTICLE IX Termination of Trust Agreement 20

SECTION 9.01 Termination of Trust Agreement 20

ARTICLE X Successor Owner Trustees and Additional Owner Trustees 21

SECTION 10.01 Eligibility Requirements for Owner Trustee 21

SECTION 10.02 Resignation or Removal of Owner Trustee 21

SECTION 10.03 Successor Owner Trustee 22

SECTION 10.04 Merger or Consolidation of the Owner Trustee 23

SECTION 10.05 Appointment of Co-Trustee or Separate Trustee 23

ARTICLE XI Miscellaneous 24

SECTION 11.01 Supplements and Amendments 24

SECTION 11.02 No Legal Title to Owner Trust Estate in Certificateholders 25

SECTION 11.03 Limitations on Rights of Others 26

SECTION 11.04 Notices 26

SECTION 11.05 Severability 26

SECTION 11.06 Separate Counterparts 26

SECTION 11.07 Successors and Assigns 26

SECTION 11.08 Covenants of the Depositor 27

SECTION 11.09 No Petition 27

SECTION 11.10 No Recourse 27

SECTION 11.11 Headings 28

SECTION 11.12 GOVERNING LAW 28

ARTICLE XII COMPLIANCE WITH REGULATION AB 28

SECTION 12.01 Intent of the Parties; Reasonableness 28

SECTION 12.02 Information to Be Provided by the Owner Trustee 28

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

1

TRUST AGREEMENT

THIS TRUST AGREEMENT IS DATED FEBRUARY 21, 2007, BETWEEN WORLD OMNI AUTO RECEIVABLES LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS DEPOSITOR, AND DEUTSCHE BANK TRUST COMPANY DELAWARE, A DELAWARE BANKING CORPORATION, AS OWNER TRUSTEE.

ARTICLE I DEFINITIONS

SECTION 1.01 Capitalized Terms

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

ARTICLE II ORGANIZATION

SECTION 2.01 Name

. The Trust shall be known as World Omni Auto Receivables Trust 2007-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 Trust Certificates to the Depositor;

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