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/ Xxxx Xxxxxx
---------------------------------------
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/ Xxxxxxx X. XxXxxxxx
---------------------------------------
Title: Vice President
Schedule 1
LIST OF ACCOUNTS
Dir. Number Dealer Name
60011 NAPLES MITSUBISHI/HYUNDAI
60012 XXXXXX IMPORTS (MITS,KIA,SUZ,SUB,ISU)
60013 XXXXXX CHRYSLER PLYMOUTH
60014 EDDY'S TOYOTA OF XXXXXXX
00000 XXXXXX VOLKSWAGEN
00000 XXXXXX XXXX XXXXXXX XX XXXXXXX
00000 XXXXXX CHEV,BUICK,PONT,CADILLAC
60027 XXXXXXX XXXX MERC ISUZ INC
60030 PARKWAY CHRYSLER PLYMOUTH SUBARU
60031 CAPITOL DODGE
60032 CAPITOL KIA/SUBARU
60035 XXXXXXX CITY HYUNDAI, INC
60038 PARK AUTO MALL
60039 MIDDLETOWN PONTIAC,BUICK,GMC,LLC
60055 PORSCHE OF HUNTINGTON
60059 XXX XXXXXX DODGE
60062 CAPITOL MITSUBISHI
60064 HUNTINGTON HONDA
60065 XXXXXXX MOTORS (#1BUI,PON,CAD,OLDS,GMC,JEEP#2CHEV)
60066 XXXXXXX'X OF XXXXXX (BUICK,PONT,GMC,TRK,CAD)
60067 XXXXXXX'X OF ORION (CHEVROLET)
60068 XXXXXXX'X OF CAMBRIDGE (CHEVROLET,BUICK)
00000 XXXX XXXXXXX CHRYSLER-JEEP INC.
00000 XXXXX XXXXX
00000 XXXXXXXX XXXXXXXXX XX
00000 XXXX XXXXXX HONDA
61012 XXXXXX/XXXXXX HONDA
61013 XXXXXX/XXXXXX XXXX/MERC/VOLVO
61014 XXXXXX XXXXXXXXXXX
00000 XX XXXXX XX
00000 XXXXXXX'X OF XXXXXX (CHEVY)
61021 XXXXXXX CHRYSLER JEEP DODGE
61036 0000 XXXXX XXXXXXX
00000 HALL CHRYSLER PLYMOUTH
95113 HALL STATELINE HONDA
95114 HALL NISSAN
00000 XXXX XXXX XXXX XX XXXXXXX XXXX
00000 HALL ACURA OF NEWORT NEWS
95118 HALL HYUNDAI - SUZUKI - ISUZU
00000 XXXX XXXX XXXX XX XXXXXXXX XXXXX
00000 HALL FORD
95121 HALL HONDA
95127 XXXXXXXX TOYOTA
95128 GRAPPONE HONDA
95129 GRAPPONE MAZDA
95130 GRAPPONE VOLKSWAGEN
95131 XXXXXXXX HYUNDAI
95132 GRAPPONE FORD
95134 GRAPPONE AUTOSURE
95144 HALL HONDA
95145 XXXXX MOTORS, INC
95146 HALL ACURA - VIRGINIA BEACH
