Exhibit 10.3
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FORM OF RECEIVABLES PURCHASE AGREEMENT
between
[________________________________________],
as Seller,
and
CITIGROUP VEHICLE SECURITIES INC.,
as Purchaser
Dated as of __________, 200_
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TABLE OF CONTENTS
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EXHIBIT A Form of Assignment A-1
SCHEDULE I......................................Schedule of Receivables I-1
SCHEDULE II................................Location of Receivable Files II-1
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RECEIVABLES PURCHASE AGREEMENT dated as of ______________, 200_,
between _____________________, a _________ corporation, as seller (the
"Seller"), and CITIGROUP VEHICLE SECURITIES INC., a Delaware corporation, as
purchaser (the "Purchaser").
RECITALS
WHEREAS in the regular course of its business, the Seller has
purchased certain [motor vehicle] [recreational vehicle] retail installment
sale contracts secured by new and used [automobiles, light-duty trucks]
[recreational vehicle] from [automotive] [recreational vehicle] dealers;
WHEREAS the Seller and the Purchaser wish to set forth the terms
pursuant to which such contracts are to be sold by the Seller to the
Purchaser; and
WHEREAS the Purchaser intends, concurrently with its purchases from
time to time hereunder, to convey all of its right, title and interest in and
to $______________ of such contracts to [______________] Trust 200_-_ (the
"Issuer") pursuant to a [Sale and Servicing Agreement dated as of
_____________, 200_ (the "Sale and Servicing Agreement"), by and among
[_________________] Trust 200_-_, as Issuer, Citigroup Vehicle Securities
Inc., as Depositor, ___________________, as Servicer and _______________, as
Indenture Trustee] [Pooling and Servicing Agreement dated as of ___________,
200_ (the "Pooling and Servicing Agreement") by and among Citigroup ____
Vehicle ____ Securities ____ Inc., as Depositor, ___________________, as
Servicer, and ____________________, as Trustee].
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
Terms not defined in this Agreement shall have the meanings assigned
thereto in the [Sale and Servicing Agreement] [Pooling and Servicing
Agreement]. As used in this Agreement, the following terms shall, unless the
context otherwise requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms of the terms defined):
"Agreement" shall mean this Receivables Purchase Agreement, as the
same may be amended and supplemented from time to time.
"Assignment" shall mean the document of assignment substantially in
the form attached to this Agreement as Exhibit A.
"Conveyance Date" shall mean the Cutoff Date.
["Pooling and Servicing Agreement" shall have the meaning set forth in
the recitals.]
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"Purchaser" shall mean Citigroup Vehicle Securities Inc., a Delaware
corporation, its successors and assigns.
"Receivables" shall mean any Contract listed on Schedule I hereto
(which Schedule may be in the form of microfiche).
"Repurchase Event" shall have the meaning specified in Section 6.02.
["Sale and Servicing Agreement" shall have the meaning set forth in
the recitals.]
"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Schedule I.
"Seller" shall mean ________________________, a _____________
corporation, its successors and assigns.
"Transfer Date" shall mean the Closing Date.
ARTICLE II
Conveyance of Receivables
SECTION 2.01. Conveyance of Receivables. (a) In consideration of the
Purchaser's delivery to or upon the order of the Seller on the Closing Date of
$______________, 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 of the Seller in and to:
(i) the Receivables and all moneys received thereon on or after
________________, 200_;
(ii) the security interests in the Financed Assets and any
accessions thereto granted by Obligors pursuant to the Receivables and any
other interest of the Seller in such Financed Assets;
(iii) any Liquidation Proceeds and any other proceeds with respect to
the Receivables claims on any physical damage, credit life or disability
insurance policies covering Financed Assets or Obligors, including any
vendor's single interest or other collateral protection insurance policy;
(iv) any property that shall have secured a Receivable and that
shall have been acquired by or on behalf of the Seller;
(v) all documents and other items contained in the Receivable Files;
and
(vi) the proceeds of any and all of the foregoing.
(b) The Seller and the Purchaser intend that the transfer of assets
by the Seller to the Purchaser pursuant to this Agreement be a sale of the
ownership interest in such assets to the
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Purchaser, rather than the mere granting of a security interest to secure a
borrowing. In the event, however, that such transfer is deemed not to be a
sale but to be of a mere security interest to secure a borrowing, the Seller
shall be deemed to have hereby granted to the Purchaser a perfected first
priority security interest in all such assets, and this Agreement shall
constitute a security agreement under applicable law. Pursuant to the [Sale
and Servicing Agreement] [Pooling and Servicing Agreement] and Section 6.04
hereof, the Purchaser may sell, transfer and reassign to the Issuer (i) all or
any portion of the assets assigned to the Purchaser hereunder, (ii) all or any
portion of the Purchaser's rights against the Seller under this Agreement and
(iii) all proceeds thereof. Such reassignment may be made by the Purchaser
with or without a reassignment by the Purchaser of its rights under this
Agreement, and without further notice to or acknowledgement from the Seller.
The Seller waives, to the extent permitted under applicable law, all claims,
causes of action and remedies, whether legal or equitable (including any right
of setoff), against the Purchaser or any assignee of the Purchaser relating to
such action by the Purchaser in connection with the transactions contemplated
by the [Sale and Servicing Agreement] [Pooling and Servicing Agreement].
SECTION 2.02. The Closing. The sale and purchase of the Receivables
shall take place at a closing at the offices of ___________, __________________
__________________________ on the Closing Date, simultaneously with the
closing under [(a) the Sale and Servicing Agreement and (b) the Indenture]
[the Pooling and Servicing Agreement].
ARTICLE III
Representations and Warranties
SECTION 3.01. Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants as follows to the Seller as of the
date hereof and the Transfer Date:
(a) Organization and Good Standing. The Purchaser has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted.
(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; the
Purchaser had at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables; and the execution, delivery and
performance of this Agreement have 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
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any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the articles of incorporation or
bylaws of the Purchaser, or any indenture, agreement or other instrument to
which the Purchaser is a party or by which it is bound, or 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
pursuant to the Basic Documents), or violate any law or, to the best of the
Purchaser's knowledge, any order, rule or regulation applicable to the
Purchaser of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Purchaser or its properties.
(e) No Proceedings. There are no proceedings or investigations
pending or, to the Purchaser's knowledge, threatened against the Purchaser
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Purchaser or its properties (i)
asserting the invalidity of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or
(iii) seeking 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 as follows to the Purchaser as of the date
hereof and as of the Transfer Date:
(1) Organization and Good Standing. The Seller has been
duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with the
power and authority to own its properties and to conduct its
business as such properties are currently owned and such
business is presently conducted.
(2) 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.
(3) Power and Authority. The Seller has the power and
authority to execute and deliver this Agreement and the other
Basic Documents to which it is a party and to carry out their
respective terms; the Seller had at all relevant times, and
has, full power, authority and legal right to sell, transfer
and assign the property sold, transferred and assigned to the
Purchaser hereby and has duly authorized such sale, transfer
and assignment to the Purchaser by all necessary corporate
action; and the execution, delivery and performance of this
Agreement and the other Basic Documents to which the Seller is
a party have been duly authorized by the Seller by all
necessary corporate action.
(4) No Violation. Upon giving effect to the consent
described in Section 3.02(b)(14), the consummation of the
transactions contemplated by this Agreement and the other Basic
Documents to which the Seller is a party and the fulfillment of
their respective terms do not conflict with, result in any
breach of
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any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under,
the articles of incorporation or bylaws of the Seller,
or any indenture, agreement or other instrument to which the
Seller is a party or by which it is bound, or 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), or violate any law or,
to the best of the Seller's knowledge, any order, rule or
regulation applicable to the Seller of any court or of any
federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the
Seller or its properties.
(5) No Proceedings. There are no proceedings or
investigations pending or, to the Seller's knowledge,
threatened against the Seller before any court, regulatory
body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its
properties (i) asserting the invalidity of this Agreement or
any other Basic Document to which the Seller is a party, (ii)
seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Basic Document to
which the Seller is a party or (iii) seeking 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 or any other
Basic Document to which the Seller is a party.
(6) Valid Sale, Binding Obligations. This Agreement and
the other Basic Documents to which the Seller is a party, when
duly executed and delivered by the other parties hereto and
thereto, shall constitute legal, valid and binding obligations
of the Seller, enforceable against the Seller in accordance
with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency,
reorganization and similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and to
general principles of equity (whether applied in a proceeding
at law or in equity).
(7) Chief Executive Office. The chief executive office of
the Seller is located at ___________________________
________________.
(8) No Consents. The Seller is not required to obtain the
consent of any other party or any consent, license, approval,
registration, authorization, or declaration of or with any
governmental authority, bureau or agency in connection with the
execution, delivery, performance, validity, or enforceability
of this Agreement or any other Basic Document to which it is a
party that has not already been obtained.
(b) The Seller makes the following representations and warranties
with respect to the Receivables, on which the Purchaser relies in accepting
the Receivables and in transferring the Receivables to the [Issuer under the
Sale and Servicing Agreement, and on which the Issuer relies in pledging the
same to the Indenture Trustee] [Trustee under the Pooling and Servicing
Agreement]. Such representations and warranties speak as of the execution and
delivery of this Agreement as of the Closing Date.
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(1) Characteristics of Receivables. Each Receivable (A)
was originated in the United States by a Dealer for the retail
sale of a Financed Asset in the ordinary course of such
Dealer's business in accordance with the Seller's credit
policies, was fully and properly executed by the parties
thereto, was purchased by the Seller from such Dealer under an
existing Dealer Agreement and was validly assigned by such
Dealer to the Seller, (B) has created or shall create a valid,
subsisting and enforceable first priority security interest in
favor of the Seller in the Financed Asset, which security
interest is assignable by the Seller to the Purchaser, and by
the Purchaser to the Issuer, (C) contains customary and
enforceable 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
level monthly payments (provided that the payment in the last
month of the term of the Receivable may be different from the
level payments) that fully amortize the Amount Financed by
maturity and yield interest at the APR.
(2) Compliance with Law. Each Receivable and the sale of
the related Financed Asset complied at the time it was
originated or made, and at the time of 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 Billing 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 "Z", the Soldiers' and
Sailors' Civil Relief Act of 1940, and state adaptations of the
National Consumer Act and of the Uniform Consumer Credit Code,
and other consumer credit laws and equal credit opportunity and
disclosure laws.
(3) Binding Obligation. Each Receivable represents the
genuine, legal, valid and binding payment obligation of the
Obligor thereon, enforceable by the holder thereof in
accordance with its terms, except (A) as enforceability thereof
may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting the enforcement of creditors' rights
generally and by equitable limitations on the availability of
specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law and (B) as such
Receivable may be modified by the application after the
Transfer Date of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
(4) No Government Obligor. No Receivable is due from the
United States of America or any State or any agency,
department, subdivision or instrumentality thereof.
(5) Obligor Bankruptcy. No Obligor had been identified on
the records of the Seller as being the subject of a current
bankruptcy proceeding.
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(6) Schedule of Receivables. The information set forth in
Schedule I to this Agreement is true and correct in all
material respects as of the close of business on the Cutoff
Date.
(7) Marking Records. By the Transfer Date, the Seller will
have caused its records relating to each Receivable, including
any computer records, to be clearly and unambiguously marked to
show that the Receivables have been sold to the Purchaser by
the Seller and transferred and assigned by the Purchaser to the
Issuer in accordance with the terms of the [Sale and Servicing
Agreement and pledged by the Issuer to the Indenture Trustee in
accordance with the terms of the Indenture] [Pooling and
Servicing Agreement].
(8) Computer Tape. The computer tape regarding the
Receivables made available by the Seller to the Purchaser is
complete and accurate in all respects as of the Conveyance
Date.
(9) No Adverse Selection. No selection procedures believed
by the Seller to be adverse to the [Noteholders] [or
Certificateholders] were utilized in selecting the Receivables.
(10) Chattel Paper. The Receivables constitute chattel paper
within the meaning of the UCC as in effect in the State of
______________.
(11) One Original. There is only one original executed copy of
each Receivable.
(12) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Asset been
released from the lien of the related Receivable in whole or in
part. None of the terms of any Receivable has been waived,
altered or modified in any respect since its origination,
except by instruments or documents identified in the related
Receivable File. No Receivable has been modified as a result of
the application of the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended.
(13) Lawful Assignment. No Receivable has been originated in,
or is subject to the laws of, any jurisdiction the laws of
which would make unlawful, void or voidable the sale, transfer
and assignment of such Receivable under this Agreement or [the
Sale and Servicing Agreement or the pledge of such Receivable
under the Indenture] [the Pooling and Servicing Agreement].
(14) Title. It is the intention of the Seller that the
transfers and assignments herein contemplated constitute sales
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 to
the Purchaser or pursuant to this Agreement [(or by the
Purchaser to the Issuer
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pursuant to the Sale and Servicing Agreement)] [(or by the
Purchaser to the Trustee pursuant to the Pooling and
Servicing Agreement)]. Immediately prior to the transfers
and assignments herein contemplated, the Seller has good
and marketable title to each Receivable free and clear of
all Liens and, immediately upon the transfer thereof, the
Purchaser shall have good and marketable title to each
Receivable, free and clear of all Liens.
(15) Security Interest in Financed Asset. Immediately prior to
its sale, assignment and transfer to the Purchaser pursuant to
this Agreement, each Receivable shall be secured by a validly
perfected first priority security interest in the related
Financed Asset in favor of the Seller as secured party, or all
necessary and appropriate actions have been commenced that will
result in the valid perfection of a first priority security
interest in such Financed Asset in favor of the Seller as
secured party.
(16) All Filings Made. All filings (including UCC filings)
required to be made in any jurisdiction to give the Purchaser a
first perfected ownership interest in the Receivables have been
made.
(17) No Defenses. No Receivable is subject to any right of
rescission, setoff, counterclaim or defense, and no such right
has been asserted or threatened with respect to any Receivable.
(18) No Default. There has been no default, breach, violation
or event permitting acceleration under the terms of any
Receivable (other than payment delinquencies of not more than
__ days), and no condition exists or event has occurred and is
continuing that with notice, the lapse of time or both would
constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable, and there has
been no waiver of any of the foregoing. As of the Cutoff Date,
no Financed Asset has been repossessed.
(19) Insurance. The Seller, in accordance with its customary
procedures, has determined that the Obligor has obtained
physical damage insurance covering each Financed Asset and,
under the terms of the related Contract, the Obligor is
required to maintain such insurance.
(20) Final Scheduled Maturity Date. No Receivable has a final
scheduled payment date after ___________________.
(21) Certain Characteristics of the Receivables. As of the
Conveyance Date, (A) each Receivable had an original maturity
of not more than __ months; (B) no Receivable was more than __
days past due; and (C) no funds have been advanced by the
Seller, any Dealer or anyone acting on behalf of either of them
in order to cause any Receivable to qualify under clause (B)
above.
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ARTICLE IV
Conditions
SECTION 4.01. Conditions to 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 Transfer
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 Transfer
Date.
(b) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Transfer Date, indicate in its computer files that the
Receivables have been sold to the Purchaser pursuant to this Agreement and
deliver to the Purchaser the Schedule of Receivables, certified by the
Seller's President, a Vice President or the Treasurer to be true, correct and
complete.
(c) Documents To Be Delivered by the Seller on the Transfer Date.
(1) The Assignment. On the Transfer Date, the Seller will
execute and deliver an Assignment with respect to the
Receivables, substantially in the form of Exhibit A hereto.
(2) Evidence of UCC Filing. On or prior to the Transfer
Date, the Seller shall record and file, at its own expense, a
UCC-1 financing statement in each jurisdiction in which
required by applicable law, executed by the Seller, as seller
or debtor, and naming the Purchaser, as purchaser or secured
party, describing the Receivables and the other assets assigned
to the Purchaser pursuant to Section 2.01 hereof, meeting the
requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the sale, transfer,
assignment and conveyance of the Receivables and such other
assets to the Purchaser. The Seller shall deliver to the
Purchaser a file-stamped copy or other evidence satisfactory to
the Purchaser of such filing on or prior to the Transfer Date.
(3) Other Documents. Such other documents as the Purchaser
may reasonably request.
(d) Other Transactions. The transactions contemplated by the [Sale
and Servicing Agreement, the Indenture and the Trust Agreement] [Pooling and
Servicing Agreement] to be consummated on the Transfer Date shall be
consummated on such date.
SECTION 4.02. Conditions to Obligation of the 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
Transfer Date with the same effect as if then
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made, and the Seller shall have performed all obligations to be performed by it
hereunder on or prior to the Transfer Date.
(b) Receivables Purchase Price. On the Transfer Date, the Purchaser
shall have delivered to the Seller the purchase price specified in Section
2.01.
ARTICLE V
Covenants of the Seller
The Seller agrees with the Purchaser as follows:
SECTION 5.01. Protection of Right, Title and Interest. (a) Filings.
The Seller shall cause all financing statements and continuation statements
and any other necessary documents covering the right, title and interest of
the Seller and the Purchaser, respectively, in and to the Receivables and the
other property included in the Owner Trust Estate to be promptly filed and at
all times to be kept recorded, registered and filed, all in such manner and in
such places as may be required by law fully to preserve and protect the right,
title and interest of the Purchaser hereunder in and to the Receivables and
the other property included in the Owner Trust Estate. The Seller shall
deliver to the Purchaser file stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above, as soon as available
following such recordation, registration or filing. 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 intent of this paragraph.
(b) Name Change. If the Seller makes any change in its name,
identity or corporate structure that would make any financing statement or
continuation statement filed in accordance with paragraph (a) above seriously
misleading within the applicable provisions of the UCC or any title statute,
the Seller shall give the Purchaser, the Indenture Trustee and the Owner
Trustee written notice thereof at least 5 days prior to such change and shall
promptly file such financing statements or amendments as may be necessary to
continue the perfection of the Purchaser's interest in the property included
in the Owner Trust Estate.
SECTION 5.02. Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Basic Documents, the Seller shall not sell,
pledge, assign or transfer to any Person, or grant, create, incur, assume, or
suffer to exist any Lien on, or any interest in, to or 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; provided, however, that the Seller's obligations
under this Section shall terminate upon the termination of the Issuer pursuant
to the Trust Agreement.
SECTION 5.03. Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection with the perfection, as
against all third parties, of the Purchaser's and the Issuer's right, title
and interest in and to the Receivables.
SECTION 5.04. Indemnification. The Seller shall indemnify the
Purchaser and the Issuer for any liability resulting from the failure of a
Receivable to be originated in compliance
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with all requirements of law and for any breach of any of its representations
and warranties contained herein. 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. The Seller hereby covenants and
agrees with the Purchaser for the benefit of the Purchaser, the [Indenture
Trustee, the Owner Trustee, [the Certificateholders] and the Noteholders] [the
Trustee and the Certificateholders] that the occurrence of a breach of any of
the Seller's representations and warranties contained in Section 3.02(b) shall
constitute an event obligating the Seller to repurchase the Receivables to
which the breach is applicable ("Repurchase Events"), at the Purchase Amount,
from the Purchaser or from the Issuer, as applicable, unless any such breach
shall have been cured by the last day of the first Collection Period following
the discovery or notice thereof by or to the Seller or the Servicer. The
repurchase obligation of the Seller shall constitute the sole remedy available
to the Purchaser, [the Indenture Trustee, the Owner Trustee, the Issuer and
the Noteholders [or the Certificateholders]] [the Trustee or the
Certificateholders] against the Seller with respect to any Repurchase Event.
SECTION 6.03. Purchaser Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to this
Agreement, the Purchaser shall assign, without recourse, representation or
warranty, to the Seller all of the Purchaser's right, title and interest in
and to such Receivables and all security and documents relating thereto.
[SECTION 6.04. Transfer to the Issuer. The Seller acknowledges and
agrees that (a) the Purchaser will, pursuant to the Sale and Servicing
Agreement, transfer and assign the Receivables and assign its rights under
this Agreement with respect thereto to the Issuer and the Issuer will pledge
the Receivables to the Indenture Trustee and (b) 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
Issuer, the Noteholders [and the Certificateholders]. The Seller hereby
consents to such transfers and assignments.]
[SECTION 6.04. Transfer to the Trust. The Seller acknowledges and
agrees that (a) the Purchaser will, pursuant to the Pooling and Servicing
Agreement transfer and assign the Receivables and assign its rights under this
Agreement with respect thereto to the Trustee and (b) 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
Certificateholders. The Seller hereby consents to such transfers and
assignments.]
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SECTION 6.05. Amendment. This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies and by a written
amendment duly executed and delivered by the Seller and the Purchaser, 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 Certificateholders]; provided that such amendment
shall not, as evidenced by an Opinion of Counsel, materially and adversely
affect the interest of any [Noteholder] [or Certificateholder]. This Agreement
may also be amended by the Seller and the Purchaser, with prior written notice
to the Rating Agencies and the prior written consent of [Holders of Notes
evidencing at least a majority of the Outstanding Amount of the Notes] and
[Holders of Certificates] evidencing at least a majority of the Certificate
Balance (excluding, for purposes of this Section 6.05, Certificates held by
the Seller or any of its affiliates) 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
Certificateholders]; 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 Certificateholders]
or (ii) reduce the aforesaid percentage of the [Notes] [or the Certificates]
that is required to consent to any such amendment, without the consent of the
Holders of all the outstanding [Notes] and [Certificates].
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 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, to: ____ (a) in ____ the case of the
____ Seller, ____ __________________________, _________________________________
__________________, Attention: _________________;
(b) in the case of the Purchaser, Citigroup Vehicle Securities Inc., 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: ______________; (c) in
the case of [RATING AGENCY], [ADDRESS]; (d) in the case of [RATING AGENCY],
[ADDRESS]; 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 shall 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 the Seller and the 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 and the transfers and assignments referred to in Section 6.04.
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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]
[Pooling and Servicing Agreement] 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 Assignment shall
be construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder or thereunder shall be determined in
accordance with such laws.
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 duly authorized officers as of the date and
year first above written.
[___________________________________]
By:___________________
Name:
Title:
CITIGROUP VEHICLE SECURITIES INC.
By:____________________
Name:
Title:
17
EXHIBIT A
Form of Assignment
ASSIGNMENT
For value received, in accordance with the Receivables Purchase
Agreement dated as of ____________, 200_ (the "Receivables Purchase
Agreement"), between the undersigned and Citigroup Vehicle Securities Inc.
(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 or after ______________, 200_; (ii) the security interests
in the Financed Assets and any accessions thereto granted by Obligors pursuant
to the Receivables and any other interest of the Seller in such Financed
Assets; (iii) any Liquidation Proceeds and any other proceeds with respect to
the Receivables from claims on any physical damage, credit life or disability
insurance policies covering Financed Assets or Obligors, including any
vendor's single interest or other collateral protection insurance policy; (iv)
any property that shall have secured a Receivable and that shall have been
acquired by or on behalf of the Seller; (v) all documents and other items
contained in the Receivable Files; and (vi) 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, the 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
Receivables Purchase Agreement and is to be governed by the Receivables
Purchase Agreement.
Capitalized terms used and not otherwise defined herein shall have the
meaning assigned to them in the Receivables Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of ________________, 200_.
[______________________________],
By:____________________________
Name:
Title:
18
SCHEDULE I
Schedule of Receivables
19
SCHEDULE II
Location of Receivable Files
20
