Reassignment of Receivables and Accounts Agreement between WODFI LLC and World Omni Master Owner Trust (March 19, 2003)

Summary

This agreement, dated March 19, 2003, is between WODFI LLC and World Omni Master Owner Trust. It provides for the transfer of certain receivables and related accounts from the Trust back to WODFI LLC, as listed in an attached schedule. The Trust agrees to return all relevant account information and release its interest in the receivables. The agreement is governed by New York law and is executed by authorized representatives of both parties.

EX-4.7 9 dex47.txt TRUST REASSIGNMENT AGREEMENT Exhibit 4.7 REASSIGNMENT OF RECEIVABLES AND ACCOUNTS BY WORLD OMNI MASTER OWNER TRUST REASSIGNMENT NO. 2 OF RECEIVABLES AND ACCOUNTS, dated as of March 19, 2003 (the "Reassignment"), by and between WODFI LLC, a Delaware limited liability company (the "Transferor"), and World Omni Master Owner Trust, a Delaware statutory trust (the "Trust"), pursuant to the Trust Sale and Servicing Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Transferor and the Trust are parties to the Trust Sale and Servicing Agreement dated as of November 22, 1999, and amended and restated as of April 6, 2000 (as amended or supplemented, the "Trust Sale and Servicing Agreement"); WHEREAS, pursuant to the Trust Sale and Servicing Agreement, the Trust wishes to reconvey to the Transferor all of the Accounts and the related Receivables and proceeds thereof as listed on Schedule 1 attached hereto (the "Designated Accounts" and together with the related Receivables, the "Reassigned Property") from the Trust to the Transferor pursuant to the terms of Sections 2.7 and 2.8 of the Trust Sale and Servicing Agreement; WHEREAS, the Transferor is willing to accept the reconveyance of the Reassigned Property subject to the terms and conditions hereof; NOW THEREFORE, the Transferor and the Trust hereby agree as follows: 1. Defined Terms. All terms defined in the Trust Sale and Servicing Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. "Reassignment Date" shall mean March 19, 2003. 2. Return of Lists of Accounts. The Trust shall deliver to the Transferor, not later than three Business Days after the Reassignment Date, each and every computer file or microfiche list of the Designated Accounts delivered to the Trust pursuant to the terms of the Trust Sale and Servicing Agreement. 3. Conveyance of Reassigned Property. a. The Trust does hereby reconvey to the Transferor, without recourse, on and after the Reassignment Date, all right, title and interest of the Trust in, to and under each and every Receivable and related Collateral Security now existing and hereafter created in the Designated Accounts, all monies due or to become due with respect thereto, including all proceeds of all of the foregoing (as defined by the appropriate UCC) of such Reassigned Property. b. In connection with such transfer, the Trust authorizes the preparation and delivery by the Transferor or its agent such UCC termination statements as the Transferor may reasonably request, evidencing the release by the Trust of its Lien on the Reassigned Property. 4. Counterparts. This Reassignment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 5. Governing Law. This Reassignment shall be construed in accordance with the laws of the State of New York. * * * * 2 IN WITNESS WHEREOF, the undersigned have caused this Reassignment of Receivables to be duly executed and delivered by their respective duly authorized officers on the day and year first above written. WODFI LLC, as Transferor By /s/ Alan Browdy --------------------------------------- Title: Assistant Treasurer WORLD OMNI MASTER OWNER TRUST By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust, By /s/ Michael B. McCarthy --------------------------------------- Title: Vice President Schedule 1 LIST OF ACCOUNTS Dir. Number Dealer Name 60011 NAPLES MITSUBISHI/HYUNDAI 60012 STEVEN IMPORTS (MITS,KIA,SUZ,SUB,ISU) 60013 STEVEN CHRYSLER PLYMOUTH 60014 EDDY'S TOYOTA OF WICHITA 60015 STEVEN VOLKSWAGEN 60016 STEVEN FORD MERCURY OF AUGUSTA 60017 STEVEN CHEV,BUICK,PONT,CADILLAC 60027 MCGOWEN LINC MERC ISUZ INC 60030 PARKWAY CHRYSLER PLYMOUTH SUBARU 60031 CAPITOL DODGE 60032 CAPITOL KIA/SUBARU 60035 DICKSON CITY HYUNDAI, INC 60038 PARK AUTO MALL 60039 MIDDLETOWN PONTIAC,BUICK,GMC,LLC 60055 PORSCHE OF HUNTINGTON 60059 DON SCHMID DODGE 60062 CAPITOL MITSUBISHI 60064 HUNTINGTON HONDA 60065 KRIEGER MOTORS (#1BUI,PON,CAD,OLDS,GMC,JEEP#2CHEV) 60066 KRIEGER'S OF DEWITT (BUICK,PONT,GMC,TRK,CAD) 60067 KRIEGER'S OF ORION (CHEVROLET) 60068 KRIEGER'S OF CAMBRIDGE (CHEVROLET,BUICK) 60075 WEST WICHITA CHRYSLER-JEEP INC. 60082 DRIVE POINT 61008 FRONTIER CHEVROLET CO 61011 JOHN CHEZIK HONDA 61012 CHEZIK/SAYERS HONDA 61013 CHEZIK/SAYERS MITS/MERC/VOLVO 61014 JAGUAR SOUTHAMPTON 61016 ST CLAIR VW 61019 KRIEGER'S OF DURANT (CHEVY) 61021 KRIEGER CHRYSLER JEEP DODGE 61036 2001 DIXIE HIGHWAY 95112 HALL CHRYSLER PLYMOUTH 95113 HALL STATELINE HONDA 95114 HALL NISSAN 95115 HALL AUTO MALL OF NEWPORT NEWS 95116 HALL ACURA OF NEWORT NEWS 95118 HALL HYUNDAI - SUZUKI - ISUZU 95119 HALL AUTO MALL OF VIRGINIA BEACH 95120 HALL FORD 95121 HALL HONDA 95127 GRAPPONE TOYOTA 95128 GRAPPONE HONDA 95129 GRAPPONE MAZDA 95130 GRAPPONE VOLKSWAGEN 95131 GRAPPONE HYUNDAI 95132 GRAPPONE FORD 95134 GRAPPONE AUTOSURE 95144 HALL HONDA 95145 MAURA MOTORS, INC 95146 HALL ACURA - VIRGINIA BEACH