FORM OF FULL RECOURSE ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ELECTIVE INVESTMENTS, INC, a(n)
Pennsylvania Corporation (the "Assignor") hereby sells, assigns and transfers
unto MONTEREY FINANCIAL SERVICES, INC., (MFS) a California corporation
("Assignee"), its successors and assigns, all of Assignor's right, title and
interest in and to the contracts, promissory notes, security agreements,
membership agreements, instruments and accounts receivable (each, a "Contract"
and collectively, the "Contracts"), together with the property described
therein, if any, and all rights and remedies thereunder, including all
guaranties thereof or collateral security therefor, without recourse or
warranty except as provided herein. Assignor authorizes Assignee to collect
any and all installments and payments due on each Contract and to take action
thereunder which Assignor might otherwise take with respect to each Contract.
This Assignment is being delivered pursuant to and upon all of the
representations, warranties, covenants and agreements on the part of the
undersigned Assignor contained in that certain Receivables Purchase Agreement,
dated as of October 11, 1999 (the "Agreement") between Assignor and Assignee,
which Agreement contains certain representations, warranties and covenants
from Assignor to Assignee, including, without limitation, certain obligations
on behalf of the Assignor to repurchase the Contracts or to replace the
Contracts upon the terms and conditions set forth therein. This Assignment
shall be governed by and interpreted in accordance with the terms of the
Agreement and the laws of the State of California. Capitalized terms used
herein which are not defined herein shall have the meanings set forth in the
Agreement.
In addition to the foregoing, Assignor agrees that if any installment on a
Contract becomes due and remains unpaid for more than ninety (90) days, or if
a Customer otherwise fails to perform in accordance with the Contract terms,
or if a Customer becomes insolvent or makes an assignment for the benefit of
creditors, or if a petition for a receiver or in bankruptcy is filed by or
against any Customer, then in any of such events, Assignor will, within thirty
(30) days after Assignor's written notice of the applicable Contract and
demand to Assignor, either (i) repurchase the Purchased Contract to which the
default or bankruptcy relates in lawful money of the United States of America
for a price equal to the Repurchase Price; or (ii) to replace the Purchased
Contract to which the default relates by assigning to Assignee an undivided
interest in and to a Contract owned by Assignor with a principal balance
identical to the Repurchase Price. In such event, Xxxxxxxx agrees to reassign
the Purchased Contract to Assignor, AS IS, WHERE IS, WITHOUT RECOURSE OR
WARRANTY OF ANY KIND (except that Assignee shall represent and warrant that it
owns the applicable Purchased Contract and it has not transferred the
applicable Purchased Contract to a third party).
Assignee may, without notice to Assignor, enter into any settlement,
forbearance or other variation in terms in connection with any Contract, or
discharge or release the obligations of the Obligor or other person, by
operation of law or otherwise, without affecting Assignor's liability
hereunder, except that any settlement, forbearance, or other variation by
Assignee, or its assigns shall not cause Assignor's Repurchase Price to be
greater than it would have been in the absence of the settlement, forbearance,
or other variation. Assignee's failure or delay in enforcing any right
hereunder does not constitute a waiver of that right. Assignor shall not make
any collections or repossessions with respect to the Contracts.
Assignor hereby certifies on and as of the date hereof (a) that each and
every representation and warranty of the undersigned contained in the
Agreement is true and correct on and as of the date hereof in all material
respects with the same force and effect as if originally expressed on and as
of the date hereof and (b) that each of the conditions set forth in the
Agreement with respect to the purchase of the Contracts hereunder has been
fulfilled or waived on the date hereof.
