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EXHIBIT 10.2
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
(the "Purchase Agreement") dated as of March 1, 2000, between the undersigned
and Franklin Receivables LLC (the "Purchaser"), the undersigned does hereby
sell, assign, transfer and otherwise convey unto the Purchaser, without
recourse, all right, title and interest of the undersigned in and to (i) the
Receivables, and all moneys received thereon on and after the Cutoff Date, and,
with respect to Precomputed Receivables, certain monies representing interest
and principal received thereunder on or prior to the Cutoff Date that are due
after the Cutoff Date; (ii) the security interest of the Seller in the Financed
Vehicles granted by the Obligors pursuant thereto and any other interest of the
Seller in such Financed Vehicles; (iii) the interest of the Seller in any
proceeds from claims on any physical damage, credit life or disability insurance
policies relating to the Financed Vehicles or Obligors; (iv) the interest of the
Seller in any proceeds with respect to the Receivables from recourse to Dealers
thereon with respect to which the Servicer has determined in accordance with its
customary procedures that eventual payment in full is unlikely; (v) all rights
under any Service Contract on the related Financed Vehicles; (vi) the related
Receivables Files; and (vii) the proceeds of any and all of the foregoing. The
foregoing sale does not constitute and is not intended to result in any
assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Receivables,
Receivable Files, any insurance policies or any agreement or instrument relating
to any of them.
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. The undersigned acknowledges and agrees that the Purchaser may
further assign the items enumerated in clauses (i) through (vii) above to
Franklin
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Auto Trust 2000-1 which may in turn assign its interests in the items in (i)
through (vii) to The Chase Manhattan Bank, as trustee (the "Trustee") for the
benefit of the Noteholders and the Security Insurer and that the Trustee will
have the right to enforce any of the rights of the Purchaser under the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of March 1, 2000.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: President and CEO
