0001193125-05-020040 Sample Contracts

INDENTURE between WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of February 1, 2005
Indenture • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities • New York

THIS INDENTURE dated as of February 1, 2005 (as it may be amended and supplemented from time to time, “Indenture”), between WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”).

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TRUST AGREEMENT between WORLD OMNI AUTO RECEIVABLES LLC, as Depositor, and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee Dated February 1, 2005
Trust Agreement • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities • Delaware

This TRUST AGREEMENT is dated February 1, 2005, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor, and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, as owner trustee.

RECEIVABLES PURCHASE AGREEMENT by and between WORLD OMNI FINANCIAL CORP. and WORLD OMNI AUTO RECEIVABLES LLC Dated as of February 1, 2005
Receivables Purchase Agreement • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities • New York

This RECEIVABLES PURCHASE AGREEMENT dated as of February 1, 2005, is between World Omni Financial Corp., a Florida corporation (“World Omni”), and World Omni Auto Receivables LLC, a Delaware limited liability company (“WOAR”).

ADMINISTRATION AGREEMENT among WORLD OMNI AUTO RECEIVABLES TRUST 2005-A as Issuer, WORLD OMNI FINANCIAL CORP., as Administrator, WORLD OMNI AUTO RECEIVABLES LLC, as Seller, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Indenture Trustee Dated as of...
Administration Agreement • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities

This ADMINISTRATION AGREEMENT, dated as of February 1, 2005 (as amended from time to time, this “Agreement”), is among WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a Delaware statutory trust (the “Issuer”), WORLD OMNI FINANCIAL CORP. (“WOFCO” or in its capacity as administrator, the “Administrator”), WORLD OMNI AUTO RECEIVABLES LLC (the “Seller”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

WORLD OMNI AUTO RECEIVABLES TRUST 2005-A UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT among WORLD OMNI AUTO RECEIVABLES TRUST 2005-A Issuer, WORLD OMNI AUTO RECEIVABLES LLC, Seller, and WORLD OMNI FINANCIAL CORP., Servicer Series 2005-A Dated as of February 1, 2005
Sale and Servicing Agreement • February 7th, 2005 • World Omni Auto Receivables Trust 2005-A • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT is dated as of February 1, 2005, among WORLD OMNI AUTO RECEIVABLES TRUST 2005-A, a Delaware statutory trust, WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller and WORLD OMNI FINANCIAL CORP., a Florida corporation.

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