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Exhibit 10.1
Purchase Agreement
dated as of July 1, 2001
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CATERPILLAR FINANCIAL SERVICES CORPORATION
AND
CATERPILLAR FINANCIAL FUNDING CORPORATION
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PURCHASE AGREEMENT
Dated as of July 1, 2001
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TABLE OF CONTENTS
PAGE
ARTICLE I CERTAIN DEFINITIONS...................................................... 1
SECTION 1.01. Definitions...................................................... 1
SECTION 1.02. Other Definitional Provisions.................................... 2
ARTICLE II CONVEYANCE OF RECEIVABLES................................................ 3
SECTION 2.01. Conveyance of Receivables........................................ 3
SECTION 2.02. Ownership and Custody of Receivables Files....................... 3
SECTION 2.03. Books and Records................................................ 4
SECTION 2.04. Custody of Receivable Files...................................... 4
SECTION 2.05. Acceptance by Purchaser of the Receivables; Certification by
the Indenture Trustee............................................ 4
SECTION 2.06. The Closing...................................................... 5
ARTICLE III REPRESENTATIONS AND WARRANTIES........................................... 5
SECTION 3.01. Representations and Warranties of Purchaser...................... 5
SECTION 3.02. Representations and Warranties of Seller......................... 6
ARTICLE IV CONDITIONS.............................................................. 11
SECTION 4.01. Conditions to the Obligation of the Purchaser................... 11
SECTION 4.02. Conditions to Obligation of Seller.............................. 12
SECTION 4.03. Junior Liens on Financed Equipment.............................. 13
ARTICLE V COVENANTS OF THE SELLER AND THE PURCHASER............................... 13
SECTION 5.01. Protection of Right, Title and Interest......................... 13
SECTION 5.02. Other Liens or Interests........................................ 13
SECTION 5.03. Chief Executive Office.......................................... 13
SECTION 5.04. Corporate Existence............................................. 13
SECTION 5.05. Indemnification................................................. 16
ARTICLE VI MISCELLANEOUS PROVISIONS................................................ 16
SECTION 6.01. Obligations of Seller........................................... 16
SECTION 6.02. Repurchase Events............................................... 16
SECTION 6.03. Purchaser Assignment of Repurchased Receivables................. 16
SECTION 6.04. Trust........................................................... 16
SECTION 6.05. Amendment....................................................... 17
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TABLE OF CONTENTS
(CONTINUED)
PAGE
SECTION 6.06. Waivers......................................................... 17
SECTION 6.07. Notices......................................................... 17
SECTION 6.08. Costs and Expenses.............................................. 17
SECTION 6.09. Representations of Seller and Purchaser......................... 18
SECTION 6.10. Confidential Information........................................ 18
SECTION 6.11. Headings and Cross-References................................... 18
SECTION 6.12. Governing Law................................................... 18
SECTION 6.13. Counterparts.................................................... 18
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PURCHASE AGREEMENT dated as of July 1, 2001, between CATERPILLAR
FINANCIAL SERVICES CORPORATION, a Delaware corporation (the "Seller"), and
CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada corporation (the
"Purchaser").
WHEREAS in the regular course of its business, the Seller has originated
or purchased certain fixed-rate retail installment sale contracts and finance
lease contracts secured by new and used machinery and equipment; and
WHEREAS the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) are to be sold by the
Seller to the Purchaser, which Receivables will be transferred by the Purchaser,
pursuant to the Sale and Servicing Agreement (as hereinafter defined), to
Caterpillar Financial Asset Trust 2001-A (the "Trust"), which Trust will issue
an Asset Backed Certificate (the "Certificate") representing a fractional
undivided interest in, and Class A-1 3.74% Asset Backed Notes, Class A-2 4.11%
Asset Backed Notes, Class A-3 4.85% Asset Backed Notes and the Class B 5.72%
Asset Backed Notes (collectively, the "Notes") secured by, such Receivables and
the other property of the Trust.
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
SECTION 1.01. Definitions. Except as otherwise specified herein or as
the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Agreement.
"Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control", when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, by contract or otherwise; and the terms
"controlled by," "controlling" and "under common control with" have meanings
correlative to the foregoing.
"Agreement" shall mean this Purchase Agreement, as the same may be
amended, modified or supplemented from time to time.
"Assignment" shall mean the document of assignment, a form of which is
attached to this Agreement as Exhibit A.
"Basic Documents" shall have the meaning given such term in the
Indenture.
"Certificate" shall have the meaning given such term in the Trust
Agreement.
"Closing Date" shall mean July 25, 2001.
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"Contract" shall have the meaning given such term in the Sale and
Servicing Agreement.
"Indenture" shall mean the Indenture dated as of July 1, 2001 between
the Trust and Bank One, National Association, as indenture trustee, as the same
may be amended, modified or supplemented from time to time.
"Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.
"Prospectus" shall mean the Prospectus (which consists of a base
prospectus dated July 11, 2001 and a prospectus supplement dated July 11, 2001)
pursuant to which the Notes were offered.
"Purchaser" shall mean Caterpillar Financial Funding Corporation, a
Nevada corporation, its successors and assigns.
"Receivable" shall have the meaning given such term in the Sale and
Servicing Agreement.
"Repurchase Event" shall have the meaning specified in Section 6.02(a).
"Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of July 1, 2001, among the Trust, the Purchaser (in its
capacity as seller thereunder) and the Seller (in its capacity as Servicer
thereunder), as the same may be amended, modified or supplemented from time to
time.
"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Schedule A (which may be in the form of microfiche).
"Seller" shall mean Caterpillar Financial Services Corporation, a
Delaware corporation, its successors and assigns.
"UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.
SECTION 1.02. Other Definitional Provisions. (a) Capitalized terms used
herein and not otherwise defined have the meanings assigned to them in the Sale
and Servicing Agreement or, if not defined therein, in the Indenture, or if not
defined therein, in the Trust Agreement.
(b) All terms defined in this Agreement shall have the meanings
contained herein when used in any document made or delivered pursuant
hereto unless otherwise defined therein.
(c) As used in this Agreement and in any document made or delivered
pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such other document, and accounting terms partly
defined in this Agreement or in any such
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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 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 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.
ARTICLE II
CONVEYANCE OF RECEIVABLES
SECTION 2.01. Conveyance of Receivables. In consideration of the sale on
the Closing Date of $624,415,987 in Contract Balance of Receivables, the
Purchaser shall (i) deliver to or upon the order of the Seller an amount equal
to $599,823,238 in cash and (ii) accept a capital contribution from the Seller
equal to $24,592,749. The Seller does hereby sell, transfer, assign, set over
and otherwise convey to the Purchaser, without recourse (subject to the
obligations herein), all right, title and interest in and to the following,
whether now owned or hereafter acquired:
(a) all right, title and interest of the Seller, in and to the
Receivables, and all moneys (including accrued interest) due thereunder
on and after the Cut-off Date;
(b) the interests of the Seller in the security interests in the
Transaction Equipment granted by Obligors pursuant to the Receivables
and any other interest of the Seller in such Transaction Equipment;
(c) the interest and rights of the Seller in any proceeds with
respect to the Receivables from claims on any physical damage, credit
life or disability insurance policies covering Financed Equipment or
Obligors, as the case may be;
(d) the interest of the Seller in any proceeds of repossessed or
returned Transaction Equipment;
(e) the interest of the Seller in any proceeds from recourse to or
other payments by Dealers on Receivables; and
(f) the proceeds of any and all of the foregoing.
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It is the express intent of the parties hereto that the conveyance of
the Receivables by the Seller to the Purchaser as provided in this Agreement be,
and be construed as, a sale of the Receivables by the Seller to the Purchaser.
It is, further, not the intention of the parties that such conveyance be deemed
a pledge of the Receivables by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, in the event, notwithstanding the
intent of the parties, the Receivables are held to be property of the Seller, or
if for any reason this Agreement is held or deemed to create a security interest
in the Receivables then, (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Article 9 of the UCC; and (b) the
conveyance provided for in this Agreement shall be a grant by the Seller to the
Purchaser of a security interest in and to all of the Seller's right, title, and
interest, whether now owned or hereafter acquired, in and to the property
described in clauses (a) through (f) above. The possession by the Custodian of
the Contracts and other property shall be deemed to be possession by the secured
party or possession by a purchaser for purposes of perfecting the security
interest pursuant to the UCC (including, without limitation, Sections 9-313 and
9-314 thereof). Notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, the Purchaser or its assignee (as applicable) for the purpose of
perfecting such security interest under applicable law. In connection herewith,
the Purchaser (or its assignee) shall have all of the rights and remedies of a
secured party and creditor under the UCC.
Any assignment of the interest of the Purchaser pursuant to this Section
2.01 shall also be an assignment of the security interest created hereby. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement creates
a security interest in or lien on the Receivables, such security interest or
lien would be a perfected security interest or lien of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement.
SECTION 2.02. Ownership and Custody of Receivables Files.
(a) Upon the acceptance by the Seller of the amount set forth in
Section 2.01, the ownership of each Receivable and the contents of the
related Receivables File shall be vested in the Purchaser.
(b) In connection with the sale of the Receivables, pursuant to
Section 2.01, the Seller has delivered or caused to be delivered each
Receivables File to the Custodian on behalf of the Purchaser.
SECTION 2.03. Books and Records.
The transfer of each Receivable shall be reflected on the Seller's
balance sheets and other financial statements prepared in accordance with
generally accepted accounting principles as a sale of assets by the Seller to
the Purchaser. The Seller shall be responsible for maintaining, and shall
maintain, a complete and accurate set of accounts, records and computer files
for each Receivable which shall be clearly marked to reflect the ownership of
each Receivable by the Purchaser.
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SECTION 2.04. Custody of Receivable Files. The Purchaser has appointed
the Custodian pursuant to the Custodial Agreement, and the Custodian thereby
accepted such appointment, to act as custodian of the Receivables Files.
SECTION 2.05. Acceptance by Purchaser of the Receivables; Certification
by the Indenture Trustee.
(a) The Purchaser hereby acknowledges constructive receipt of,
through the Custodian, for each Receivable, a Receivables File in the
form delivered to it by the Seller, and declares that it will hold such
documents and any amendments, replacements or supplements thereto, as
well as any other assets transferred pursuant to the terms hereof.
Pursuant to the Sale and Servicing Agreement, the Custodial Agreement
and this Agreement, the Indenture Trustee will, for the benefit of the
Purchaser, review (or cause to be reviewed) each of the documents in the
Receivables Files within 45 days after the Closing Date and to deliver a
final certification in the form attached to the Sale and Servicing
Agreement as Exhibit C-2 to the effect that, as to each Receivable
listed in the Schedule of Receivables (other than any Receivable paid in
full or any Receivable specifically identified in such certification as
not covered by such certification): (i) all documents required to be
delivered to it pursuant to this Agreement are in its possession, (ii)
such documents have been reviewed by it and have not been mutilated,
damaged, torn or otherwise physically altered (handwritten additions,
changes or corrections shall not constitute physical alteration if
initialed by the Obligor) and relate to such Receivable, and (iii) based
on its examination and only as to the foregoing documents, the
information set forth on the Schedule of Receivables accurately reflects
the information set forth in the Receivables File. Pursuant to the Sale
and Servicing Agreement, the Custodial Agreement and this Agreement, the
Indenture Trustee shall be under no duty or obligation to inspect,
review or examine any such documents, instruments, certificates or other
papers to determine that they are genuine, enforceable or appropriate
for the represented purpose or that they are other than what they
purport to be on their face.
(b) If the Indenture Trustee during the process of reviewing the
Receivable Files finds any document constituting a part of a Receivable
File which is not executed, has not been received, is unrelated to the
related Receivable identified on Schedule A hereto, or does not conform
to the requirements of Section 3.03 of the Sale and Servicing Agreement
or substantively to the description thereof as set forth in the Schedule
of Receivables, the Indenture Trustee is required in the Sale and
Servicing Agreement to promptly give notice of same. In performing any
such review, the Indenture Trustee may conclusively rely on the Seller
as to the purported genuineness of any such document and any signature
thereon. It is understood that the scope of the Indenture Trustee's
review of the Receivable Files is limited solely to confirming that the
documents listed in Section 2.04 have been executed and received and
relate to the Receivable Files identified in the Schedule of
Receivables. The Seller agrees to use reasonable efforts to cause to be
remedied a material defect in a document constituting part of a
Receivables File of which it is so notified by the Indenture Trustee.
If, however, within 60 days after receipt by it of notice with respect
to such defect the Seller has not caused to be remedied any defect
described in such final certification and such defect materially and
adversely affects the interest of the Purchaser in the related
Receivable, the Seller shall remit the
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Purchase Amount to the Purchaser. The sole remedy of the Issuer, the
Owner Trustee, the Indenture Trustee, the Noteholders or the
Certificateholder with respect to a breach shall be to require the
Seller to repurchase Receivables pursuant to this Section, subject to
the conditions contained herein. The Owner Trustee shall have no duty to
conduct any affirmative investigation as to the occurrence of any
condition requiring the repurchase of any Receivable pursuant to this
Section.
SECTION 2.06. The Closing.
The conveyance of the Receivables shall take place at the offices of
Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, on the Closing Date, simultaneously with the closing of the
transactions contemplated by the Sale and Servicing Agreement, the underwriting
agreements related to the Notes and the other Basic Documents.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties of Purchaser. The Purchaser
hereby represents and warrants to the Seller as of the date hereof and as of the
Closing Date:
(a) Organization and Good Standing. The Purchaser is duly
organized, validly existing in good standing under the laws of the State
of Nevada, and has the power and authority to own its properties and to
conduct the business in which it is currently engaged, and had at all
relevant times, and has, the power, authority and legal right to acquire
and own the Receivables.
(b) Due Qualification. The Purchaser is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications.
(c) Power and Authority. The Purchaser has the power and authority
to execute and deliver this Agreement and to carry out its terms and the
execution, delivery and performance of this Agreement has been duly
authorized by the Purchaser by all necessary corporate action.
(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default
under, the certificate of incorporation or by-laws of the Purchaser, or
any indenture, agreement or other instrument to which the Purchaser is a
party or by which it is bound; nor 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 the Sale and
Servicing Agreement and the Indenture); nor violate any law or, to the
best of the Purchaser's knowledge, any order, rule or regulation
applicable to the Purchaser of any court, federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Purchaser or its properties.
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(e) No Proceedings. There are no proceedings or investigations
pending or, to the Purchaser's best knowledge, threatened, before any
court, federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Purchaser or
its properties which (i) assert the invalidity of this Agreement, (ii)
seek to prevent the consummation of any of the transactions contemplated
by this Agreement or (iii) seek any determination or ruling that might
materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity or enforceability of, this Agreement.
SECTION 3.02. Representations and Warranties of Seller. (a) The Seller
hereby represents and warrants to the Purchaser of the date hereof and as of the
Closing Date:
(i) Organization and Good Standing. The Seller is duly organized,
validly existing in good standing under the laws of the State of
Delaware, and has the power and authority to own its properties and to
conduct the business in which it is currently engaged, and had at all
relevant times, and has, the power, authority and legal right to acquire
and own the Receivables.
(ii) Due Qualification. The Seller is duly qualified to do business
as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications.
(iii) Power and Authority. The Seller has the power and authority
to execute and deliver this Agreement and to carry out its terms; the
Seller has full power and authority to sell and assign the property sold
and assigned to the Purchaser hereby and has duly authorized such sale
and assignment to the Purchaser by all necessary corporate action; and
the execution, delivery and performance of this Agreement has been duly
authorized by the Seller by all necessary corporate action.
(iv) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof
neither conflict with, result in any breach of any of the terms and
provisions of, nor constitute (with or without notice or lapse of time)
a default under, the certificate of incorporation or by-laws of the
Seller, or any indenture, agreement or other instrument to which the
Seller is a party or by which it is bound; nor 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 this
Agreement); nor violate any law or, to the best of the Seller's
knowledge, any order, rule or regulation applicable to the Seller of any
court, federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties.
(v) No Proceedings. There are no proceedings or investigations
pending, or, to the best of Seller's knowledge, threatened, before any
court, federal or state regulatory body, administrative agency or other
governmental
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instrumentality having jurisdiction over the Seller or its properties
which (A) assert the invalidity of this Agreement, (B) seek to prevent
the consummation of any of the transactions contemplated by this
Agreement, or (C) seek any determination or ruling that might materially
and adversely affect the performance by the Seller of its obligations
under, or the validity or enforceability of, this Agreement.
(vi) No Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or of any Governmental Authority
required in connection with the execution and delivery by the Seller of
this Agreement or any other Basic Document, the performance by the
Seller of the transactions contemplated by this Agreement or any other
Basic Document and the fulfillment by the Seller of the terms hereof or
thereof, have been obtained or have been completed and are in full force
and effect (other than approvals, authorizations, consents, orders or
other actions which if not obtained or completed or in full force and
effect would not have a material adverse effect on the Seller or upon
the collectibility of any Receivable or upon the ability of the Seller
to perform its obligations under this Agreement).
(b) The Seller makes the following representations and warranties as to
the Receivables on which the Purchaser relied in accepting the Receivables. The
parties hereto acknowledge that the representations and warranties below require
the Seller to monitor conditions that it may not have the ability to monitor.
Accordingly, wherever the Seller makes, or is deemed to make, a representation
that it cannot monitor, such representation shall be made as if prefaced with
the phrase "to the best of the Seller's knowledge"; provided, however, that the
determination as to whether a Repurchase Event has occurred pursuant to Section
6.02 of this Agreement shall be made without reliance on whether the Seller
actually had knowledge of the accuracy of any of its representations. Such
representations and warranties speak as of the execution and delivery of this
Agreement but shall survive the sale, transfer and assignment of the Receivables
to the Purchaser and the subsequent assignments and transfers of the Receivables
pursuant to the Sale and Servicing Agreement and the Indenture:
(i) Characteristics of Receivables. Each Receivable (A) was
originated in the United States of America by the Seller in the ordinary
course of business or was originated by a Dealer in the ordinary course
of business, in each case in connection with the retail sale by a Dealer
of Financed Equipment in the ordinary course of such Dealer's business,
was fully and properly executed by the parties thereto, and if
originated by such Dealer, was purchased by the Seller from such Dealer
and was validly assigned by such Dealer to the Seller in accordance with
its terms, (B) has created a valid, subsisting and enforceable (subject
to paragraph (iv) below) first priority security interest in favor of
the Seller in the Financed Equipment, and if applicable, a valid,
subsisting and enforceable (subject to paragraph (iv) below) security
interest in favor of the Seller in the Cross-Collateralized Equipment,
which security interests are assignable by the Seller to the Purchaser,
by the Purchaser to the Issuer and by the Issuer to the Indenture
Trustee, (C) contains customary and enforceable (subject to paragraph
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(iv) below) provisions such that the rights and remedies of the holder
thereof are adequate for realization against the collateral of the
benefits of the security, and (D) provides for fixed payments (except as
described below) on a periodic basis, yields interest at a fixed-rate
(in the case of Receivables related to an Installment Sales Contract)
and is prepayable without premium or penalty at any time. The fixed
payments provided for are sufficient to amortize the Amount Financed of
such Receivable by maturity and yield interest at the APR.
(ii) Schedule of Receivables. The information set forth in the
Schedule of Receivables to this Agreement is true and correct in all
material respects as of the opening of business on the Cut-off Date and
no selection procedures believed to be adverse to the Noteholders or the
Certificateholder were utilized in selecting the Receivables. The
computer tape regarding the Receivables made available to the Purchaser
and its assigns is true and correct in all respects.
(iii) Compliance with Law. Each Receivable and the sale or lease of
the Financed Equipment complied at the time it was originated or made,
and at the execution of this Agreement complies in all material
respects, with all requirements of applicable federal, state and local
laws and regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal Reserve
Board's Regulations B and S, and other equal credit opportunity and
disclosure laws.
(iv) Binding Obligations. Each Receivable represents the genuine,
legal, valid and binding payment obligation in writing of the Obligor,
enforceable by the holder thereof (which as of the Closing Date is the
Seller) in accordance with its terms, subject to bankruptcy, insolvency
and other laws relating to the enforcement of creditors' rights
generally and to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law). Such
enforceability has not been and is not adversely affected by whether or
not the Seller was or is qualified to do business in the state in which
the Obligor was or is located.
(v) Security Interest in Financed Equipment. Immediately prior to
the sale, assignment and transfer thereof, each Receivable shall be
secured by a validly perfected first priority security interest in the
Financed Equipment in favor of the Seller as secured party.
(vi) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Equipment been released
from the lien granted by the related Receivable in whole or in part. No
Receivable is rescindable on the basis of whether or not the Seller was
or is qualified to do business in the state in which the Obligor was or
is located.
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(vii) Prospectus Information. As of the Cut-off Date, each
Receivable conforms and all Receivables in the aggregate conform, in all
material respects, to the description set forth in the Prospectus,
including all statistical data or otherwise.
(viii) No Amendments. No Receivable has been amended such that the
amount of the Obligor's Scheduled Payments has been increased or
decreased, except for increases or decreases resulting from the
inclusion of any premium for forced-placed physical damage insurance
covering the Financed Equipment.
(ix) No Defenses. No right of rescission, setoff, counterclaim or
defense has been asserted or threatened with respect to any Receivable.
(x) No Liens. No liens or claims have been filed for work, labor or
materials relating to any Financed Equipment that are liens prior to, or
equal or coordinate with, the security interest in the Financed
Equipment granted by the Receivable.
(xi) No Default. No Receivable has a payment that is more than 31
days overdue as of the Cut-off Date and, except as permitted in this
paragraph, no default, breach, violation or event permitting
acceleration under the terms of any Receivable has occurred and is
continuing; and (except for payment defaults continuing for a period of
not more than 31 days) no continuing condition that with notice or the
lapse of time would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen;
and the Seller has not waived and shall not waive any of the foregoing.
(xii) Insurance. The Seller, in accordance with its customary
procedures, has determined that the Obligor has obtained physical damage
insurance covering the Financed Equipment, and under the terms of the
Receivable the Obligor is required to maintain such insurance.
(xiii) Title. It is the intention of the Seller that the transfer
and assignment herein contemplated constitute a sale of the Receivables
from the Seller to the Purchaser, and that the beneficial interest in
and title to the Receivables not be part of the debtor's estate in the
event of the filing of a bankruptcy petition by or against the Seller
under any bankruptcy law. No Receivable has been sold, transferred,
assigned or pledged by the Seller to any Person other than the
Purchaser. Immediately prior to the transfer and assignment herein
contemplated, the Seller has good and marketable title to each
Receivable, free and clear of all Liens, encumbrances, security
interests and rights of others and, immediately upon the transfer
thereof, the Purchaser shall have good and marketable title to each
Receivable, free and clear of all Liens, tax, governmental or similar
liens, encumbrances, security interests and rights of others; and the
transfer of the Receivables to the Purchaser has been perfected under
the UCC.
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(xiv) Lawful Assignment. No Receivable has been originated in, or
is subject to the laws of, any jurisdiction under which the sale,
transfer and assignment of such Receivable or any Receivable under this
Agreement, the Sale and Servicing Agreement or the Indenture is
unlawful, void or voidable.
(xv) All Actions Taken. All actions necessary to give the Purchaser
a first priority perfected ownership interest in the Receivables
pursuant to the applicable UCC have been taken.
(xvi) Leases. Each Lease, relating to any Receivable (A) creates a
security interest rather than a lease for purposes of Section 1-201 of
the UCC, (B) is not a "consumer lease" within the meaning of Article 2A
of the UCC in any jurisdiction where said Article 2A has been adopted
and governs the construction thereof, (C) to the best knowledge of
Seller, the related Obligor has accepted the related Financed Equipment
leased to it and has not notified Seller of any defects therein, (D) is
by its terms an absolute and unconditional obligation of the related
Obligor, non-cancelable and except in certain instances involving loss
or damage to the related Financed Equipment, non-prepayable prior to the
expiration of the initial term of such Lease of the related Obligor, (E)
requires the related Obligor to maintain the related Financed Equipment
for its own account, (F) the rights with respect to such Lease are
assignable by the Seller thereunder without the consent of any Person,
(G) is net to the Seller of any maintenance, taxes, insurance or other
expenses and (H) contains provisions requiring the related Obligor to
assume all risk of loss or malfunction of the related Financed
Equipment.
(xvii) Maturity of Receivables. Each Receivable has a final
scheduled payment date due not later than June 2006 as of the Cut-off
Date and the weighted average remaining term of the Receivables is 39
months as of the Cut-off Date.
(xviii) Location of Receivable Files. The Receivable Files are kept
at the location listed in Schedule B to the Sale and Servicing
Agreement.
(xix) Outstanding Contract Balance. Each Receivable has an
outstanding Contract Balance of at least $5,008 as of the Cut-off Date.
(xx) No Bankruptcies. No Obligor on any Receivable as of the
Cut-off Date was noted in the related Receivable File as having filed
for bankruptcy or as being subject to a bankruptcy proceeding and to the
Seller's knowledge no such proceeding is pending or threatened against
any Obligor.
(xxi) No Repossessions. No Financed Equipment securing any
Receivable is in repossession status.
(xxii) Chattel Paper. Each Receivable constitutes "tangible chattel
paper" within the meaning of the UCC of the States of New York and
Nevada.
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(xxiii) Obligors. None of the Receivables is due from any Person
which does not have a mailing address in the United States of America.
No Receivable is due from the United States of America or any State or
from any agency, department, instrumentality or political subdivision of
the United States of America or any State.
(xxiv) One Original. There is only one Original Contract related to
each Receivable. With respect to each Receivable, the Seller has a
perfected, first priority ownership or security interest in such
Receivable, free and clear of all Liens, encumbrances, security
interests or rights of others.
(xxv) Payment Frequency. As of the Cut-off Date and as shown on the
books of the Seller, Receivables having an aggregate Contract Balance
equal to approximately 78.00% of the aggregate Contract Balance of all
Receivables had monthly scheduled payments; and as of the Cut-off Date
and as shown on the books of the Seller, Receivables having an aggregate
Contract Balance equal to approximately 22.00% of the aggregate Contract
Balance of all Receivables had scheduled payments which have monthly
scheduled payments other than certain months specified therein for which
payment is skipped.
(xxvi) Interest Accrual. Each Receivable related to an Installment
Sales Contract is, as of the Closing Date, accruing interest.
(xxvii) Notification of Obligors. With respect to each Dealer
Receivable, the related Obligor has been notified with respect to the
assignment of the related Contract to the Seller.
ARTICLE IV
CONDITIONS
SECTION 4.01. Conditions to the Obligation of the Purchaser. The
obligation of the Purchaser to purchase the Receivables is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct on the
Closing Date with the same effect as if then made, and the Seller shall
have performed all obligations to be performed by it hereunder on or
prior to the Closing Date.
(b) Computer Files Marked. The Seller shall, at its own expense on
or prior to the Closing Date, (i) indicate in its computer files that
receivables created in connection with the Receivables have been sold to
the Purchaser pursuant to this Agreement and sold by the Purchaser to
the Trust pursuant to the Sale and Servicing Agreement and (ii) deliver
to the Purchaser the Schedule of Receivables certified by the Chairman,
the President, a Vice President, Secretary, the Treasurer or an
Assistant Treasurer of the Seller to be true, correct and complete.
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(c) Documents to be Delivered by Seller at Closing.
(i) Assignment. On the Closing Date, the Seller will execute
and deliver the Assignment. The Assignment shall be substantially
in the form of Exhibit A hereto.
(ii) Evidence of UCC Filings for Sale to Purchaser. On or prior
to the Closing Date, the Seller shall deliver to the Purchaser, for
its inspection and review, completed UCC requests for information,
dated on or before the Closing Date, listing all effective
financing statements filed with the Tennessee Secretary of State
listing the Seller as debtor.
(iii) Evidence of Possession by the Custodian. On the Closing
Date, the Seller shall provide the Purchaser with copies of the
executed Transfer Certificate and Trust Receipt referred to in
Section 3.1 of the Custodial Agreement.
(iv) Other Documents. Such other documents as the Purchaser may
reasonably request.
(d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement and the Indenture to be consummated on the
Closing Date shall be consummated on such date.
SECTION 4.02. Conditions to Obligation of Seller. The obligation of the
Seller to sell the Receivables to the Purchaser is subject to the satisfaction
of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the
Closing Date with the same effect as if then made, and the Purchaser
shall have performed all obligations to be performed by it hereunder on
or prior to the Closing Date.
(b) Receivables Purchase Price. On the Closing Date, the Purchaser
shall have delivered to the Seller the purchase price specified in
Section 2.01.
SECTION 4.03. Junior Liens on Financed Equipment. The Seller agrees not
to exercise its right to foreclose upon, and will not transfer to third parties
its rights with respect to, any junior liens on any item of Financed Equipment
if such junior liens have not been assigned to the Purchaser pursuant to Section
2.01, until (i) the related Receivable has been paid in full or (ii) the related
first priority lien on the Financed Equipment assigned to the Purchaser pursuant
to Section 2.01 has been foreclosed upon or released.
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ARTICLE V
COVENANTS OF THE SELLER AND THE PURCHASER
The Seller and the Purchaser agree with each other as follows; provided,
however, that to the extent that any provision of this Article conflicts with
any provision of the Sale and Servicing Agreement, the Sale and Servicing
Agreement shall govern:
SECTION 5.01. Protection of Right, Title and Interest. (a) Further
Assurances. The Seller shall take all actions to preserve and protect the right,
title and interest of the Purchaser in and to the Receivables and the other
property included in the Owner Trust Estate. The Purchaser shall cooperate fully
with the Seller in connection with the obligations set forth above and will
execute any and all documents reasonably required to fulfill the purpose of this
paragraph.
(b) Name Change. Within 15 days after the Seller makes any change
in its name or type or jurisdiction of organization, the Seller shall
give the Purchaser notice of any such change.
SECTION 5.02. Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Sale and Servicing Agreement, the Indenture and
the other Basic Documents, the Seller will not sell, pledge, assign or transfer
to any Person, or grant, create, incur, assume or suffer to exist any Lien on,
any interest in, to and under the Receivables, and the Seller shall defend the
right, title and interest of the Purchaser in, to and under the Receivables
against all claims of third parties claiming through or under the Seller or any
Dealer; provided, however, that the Seller's obligations under this Section
shall terminate one year and one day after the termination of the Trust pursuant
to the Trust Agreement.
SECTION 5.03. Chief Executive Office. During the term of the
Receivables, the Seller will maintain its chief executive office in one of the
United States.
SECTION 5.04. Corporate Existence. (a) During the term of this
Agreement, the Purchaser will keep in full force and effect its existence,
rights and franchises as a corporation under the laws of Nevada and will obtain
and preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Basic Documents and each other instrument
or agreement necessary or appropriate to the proper administration of this
Agreement and the Sale and Servicing Agreement and the transactions contemplated
hereby.
(b) The Seller will not take any action or fail to take any action
if such act or omission would cause the Purchaser not to observe the
covenants set forth in Section 5.04(c) of this Agreement or to violate
the provisions of the Purchaser's certificate of incorporation.
(c) The Purchaser and the Seller agree that Purchaser's and the
Seller's businesses shall be conducted as follows, and neither Purchaser
nor the Seller shall take any action or fail to take any action if such
act or omission would cause such businesses not to be conducted as
follows:
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(i) The Purchaser will maintain both an office at which its
business is and will be conducted and a telephone number separate
from the Seller or any of the Seller's Affiliates.
(ii) At least two of the Purchaser's directors are not and will
not be directors, officers or employees of the Seller or any of the
Seller's Affiliates. No employee of the Purchaser shall engage in
any servicing functions with respect to the Receivables and, with
respect to the Purchaser, shall only engage in corporate governance
and clerical functions. So long as the Purchaser maintains an
employee at its office, the Purchaser shall at all times maintain
comprehensive liability and workmen's compensation insurance (as is
customary for commercial enterprises) in an amount, when taking
into account any available umbrella policy, at least equal to
$5,000,000.
(iii) The Purchaser will maintain corporate records and books
and accounts separate from those of the Seller or any of the
Seller's Affiliates.
(iv) Except as expressly permitted by the Sale and Servicing
Agreement with respect to collections on the Receivables prior to
the transfer of such collections to the Collection Account, the
Purchaser's funds will not be commingled with those of the Seller
or any of the Seller's Affiliates, and the Purchaser shall maintain
bank accounts separate from those of the Seller or any of the
Seller's Affiliates.
(v) The Seller shall maintain records permitting a
determination on a daily basis of the amount and location of any of
its funds which are commingled as permitted under clause (iv)
above.
(vi) The Board of Directors of the Purchaser will take
appropriate corporate action (including without limitation holding
meetings or acting by unanimous consent) to authorize all of the
Purchaser's corporate actions, and minutes shall be maintained by
the Purchaser separate and apart from those of the Seller or any of
the Seller's Affiliates.
(vii) The Purchaser shall at all times be adequately
capitalized to engage in the transactions contemplated at its
formation. Without limiting the foregoing, the Purchaser shall at
all times maintain capital sufficient to pay its rent, salary of
any employee, and any required insurance from the Closing Date
until the Certificate Final Scheduled Distribution Date.
(viii) The Purchaser shall not incur or guarantee any debt
other than under the Sale and Servicing Agreement, nor shall the
Purchaser make any loans, pledge its assets for the benefit of any
other entity or hold out its credit as being available to satisfy
the obligations of others, other than as permitted by the
Purchaser's Certificate of Incorporation.
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(ix) The Purchaser shall not engage in any transaction with the
Seller or any of the Seller's Affiliates on terms more favorable
than in a similar transaction involving a third party.
(x) The Purchaser shall at all times use its own stationery.
(xi) The Purchaser shall always be described as a separate
corporation, and never as a department, division or otherwise of
the Seller or any of the Seller's Affiliates.
(xii) The Purchaser shall act solely in its own corporate name
and through its own authorized officers and agents. Neither the
Purchaser nor any of Purchaser's Affiliates shall be appointed
agent of the Seller, except as expressly provided for by the Sale
and Servicing Agreement and the Administration Agreement.
(xiii) The data and records (including computer records) used
by the Purchaser or the Seller in the collection and administration
of the Receivables shall reflect the Purchaser's ownership interest
therein.
(xiv) Other than organizational expenses, the Purchaser shall
be responsible for the payment of all expenses including the
salaries of its employees, indebtedness and other obligations
incurred by it, including a fair and reasonable allocation for
shared office space.
(xv) The Purchaser shall at all times hold itself out to the
public under the Purchaser's own name as a legal entity separate
and distinct from the Seller and any of the Seller's Affiliates and
shall correct any known misunderstanding regarding its separate
identity.
(xvi) None of the Purchaser's funds nor any of the funds held
by the Seller on behalf of the Purchaser or the holders of the
Certificate or the Notes shall be invested in securities issued by
the Seller or any of the Seller's Affiliates.
The Purchaser shall at all times maintain a sufficient number
of employees in light of its contemplated business operations.
At any time the Notes are outstanding, the Seller shall not (A)
dissolve or liquidate, (B) merge or consolidate with any other
entity, (C) sell its assets substantially in their entirety to any
other entity or (D) amend its articles of incorporation, in each
case unless the Rating Agency Condition is satisfied.
(d) The Purchaser and the Seller will each furnish to the other on
or before April 30 of each year (commencing April 30, 2002) for so long
as any Certificate or Note remains outstanding an Officer's Certificate
to the effect that all of its obligations under this Section 5.04 have
been fulfilled throughout the preceding calendar year (or the period
from the Closing Date until December 31, 2001, as applicable), or, if
there has
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been any default in the fulfillment of any such obligations, specifying
each such default known to the signer thereof and the nature and status
thereof.
(e) The Seller will not transfer or assign any interest in the
Purchaser except pursuant to an instrument under which the transferee or
assignee of such interest expressly assumes the performance of all
covenants of the Seller to be performed or observed under this Section
5.04.
(f) The annual audited financial statements of the Purchaser and
the Seller will reflect the results of the issuance of the Notes and
Certificates in accordance with generally accepted accounting principles
and also disclose that the assets of the Seller are not available to pay
creditors of the Purchaser or any other Affiliate of the Seller.
SECTION 5.05. Indemnification. (a) The Seller shall indemnify the
Purchaser for any liability as a result of the failure of a Receivable to be
originated in compliance with all requirements of law and for any breach of any
of its representations and warranties contained herein, other than the
representations and warranties made pursuant to Section 3.02(b) for which the
sole remedy shall be provided by Section 6.02 hereof; provided, however, that
the Seller shall indemnify the Purchaser for any liability arising from a breach
of Section 3.02(b)(ii), (iii) and (xxv). These indemnity obligations shall be in
addition to any obligation that the Seller may otherwise have.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. Obligations of Seller. The obligations of the Seller under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
SECTION 6.02. Repurchase Events. (a) The Seller hereby covenants and
agrees with the Purchaser for the benefit of the Purchaser, the Indenture
Trustee, the Noteholders, the Owner Trustee and the Certificateholder that the
occurrence of a breach of any of the Seller's representations and warranties
contained in Section 3.02(b) (other than the representation and warranty
contained in Section 3.02(b)(xxv)) in respect of a Receivable shall constitute
an event obligating the Seller to repurchase such Receivable ("Repurchase
Events"), at the Purchase Amount from the Purchaser or from the Trust.
(b) These repurchase obligations of the Seller shall constitute the
sole remedies to the Purchaser, the Indenture Trustee, the Noteholders,
the Owner Trustee or the Certificateholder against the Seller with
respect to any Repurchase Event.
(c) The terms and conditions of the Purchaser's obligation to
enforce its right of repurchase pursuant to this Section 6.02 shall be
governed by Section 3.02 of the Sale and Servicing Agreement.
SECTION 6.03. Purchaser Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to this Agreement,
the Purchaser shall
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assign, without recourse, representation or warranty, to the Seller all the
Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.
SECTION 6.04. Trust. The Seller acknowledges and agrees that (a) the
Purchaser will, pursuant to the Sale and Servicing Agreement, sell the
Receivables to the Trust and assign its rights under this Agreement to the
Trust, (b) the Trust will, pursuant to the Indenture, assign such Receivables
and such rights to the Indenture Trustee and (c) the representations and
warranties contained in this Agreement and the rights of the Purchaser under
this Agreement, including under Section 6.02, are intended to benefit the Trust,
the Certificateholder and the Noteholders (and may be enforced directly by the
Indenture Trustee on behalf of the Noteholders and by the Owner Trustee on
behalf of the Trust or the Certificateholder). The Seller hereby consents to all
such sales and assignments.
SECTION 6.05. Amendment. This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies, by a written amendment
duly executed and delivered by the Seller and the Purchaser, without the consent
of the Noteholders or the Certificateholder, 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
Certificateholder; provided that such amendment will not, in the Opinion of
Counsel, materially and adversely affect the interest of any Noteholder or the
Certificateholder or the federal tax characterization of the Notes. This
Agreement may also be amended by the Seller and the Purchaser, with prior
written notice to the Rating Agencies, with the consent of the Noteholders
evidencing a majority in the Outstanding Amount of the Notes and the
Certificateholder 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 Noteholders or the Certificateholder; provided,
however, that no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that are required to be made for the benefit of
Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage of
the Notes and the Certificate which are required to consent to any such
amendment, without the consent of the holders of all the outstanding Notes and
Certificate.
SECTION 6.06. Waivers. No failure or delay on the part of the Purchaser
in exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude and any other or further exercise
thereof or the exercise of any other power, right or remedy.
SECTION 6.07. Notices. All demands, notices and communications under
this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the Seller, to Caterpillar Financial Services
Corporation, 0000 Xxxx Xxx Xxxxxx, Xxxxxxxxx, XX 00000-0000, (000) 000-0000; (b)
in the case of the Purchaser, to Caterpillar Financial Funding Corporation, 0000
X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 (702) 735-2514; (c) in the
case of Moody's, to Xxxxx'x Investors Service, Inc., ABS Monitoring Department,
00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and (d) in the case of Standard &
Poor's, to Standard & Poor's Ratings Services, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000,
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Attention of Asset Backed Surveillance Department; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.
SECTION 6.08. Costs and Expenses. The Seller will pay all expenses
incident to the performance of its obligations under this Agreement, and the
Seller agrees to pay all reasonable out-of-pocket costs and expenses of the
Purchaser, excluding fees and expenses of counsel, in connection with the
perfection as against third parties of the Purchaser's right, title and interest
in and to the Receivables and the enforcement of any obligation of the Seller
hereunder.
SECTION 6.09. Representations of Seller and Purchaser. The respective
agreements, representations, warranties and other statements by the Seller and
the Purchaser set forth in or made pursuant to this Agreement shall remain in
full force and effect and will survive the closing under Section 2.02.
SECTION 6.10. Confidential Information. The Purchaser agrees that it
will neither use nor disclose to any Person the names and addresses of the
Obligors, except in connection with the enforcement of the Purchaser's rights
hereunder, under the Receivables, under the Sale and Servicing Agreement or the
Indenture or any other Basic Document or as required by any of the foregoing or
by law.
SECTION 6.11. Headings and Cross-References. The various headings in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to Section names or numbers are to such Sections of this Agreement.
SECTION 6.12. Governing Law. THIS AGREEMENT AND THE ASSIGNMENTS SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6.13. Counterparts. This Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized as of the date and year
first above written.
CATERPILLAR FINANCIAL FUNDING
CORPORATION
By: /s/ XXXXXX X. XXXXX
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
CATERPILLAR FINANCIAL SERVICES
CORPORATION
By: /s/ XXX X. XXXXXX
----------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
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SCHEDULE A
SCHEDULE OF RECEIVABLES
Schedule A-1
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EXHIBIT A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
(the "Purchase Agreement") dated as of July 1, 2001, between the undersigned and
Caterpillar Financial Funding Corporation (the "Purchaser"), the undersigned
does hereby sell, assign, transfer and otherwise convey unto the Purchaser,
without recourse, (i) all right, title and interest of the undersigned in and to
the Receivables, and all moneys (including accrued interest) due thereunder on
and after the Cut-off Date; (ii) the interests of the undersigned in the
security interests in the Transaction Equipment granted by the Obligors pursuant
to the Receivables and any other interest of the undersigned in such Transaction
Equipment, including Liquidation Proceeds; (iii) the interest and rights of the
undersigned in any proceeds with respect to the Receivables from claims on any
physical damage, credit life, liability or disability insurance policies
relating to the Financed Equipment or Obligors, as the case may be; (iv) the
interest of the undersigned in any proceeds from recourse to or other payment by
Dealers on Receivables; and (v) the proceeds of any and all of the foregoing.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to
be duly executed as of July [__], 2001.
CATERPILLAR FINANCIAL SERVICES
CORPORATION
By:
--------------------------------------
Name:
Title:
Exhibit A-1
