EXHIBIT 10
FORM OF PURCHASE AGREEMENT
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of this ___ day of _______, 199_,
between BAY VIEW SECURITIZATION CORPORATION, a Delaware corporation (the
"Purchaser"), and CALIFORNIA THRIFT AND LOAN, a California industrial loan
company ("Seller" or "CTL").
WHEREAS, the Purchaser desires to purchase certain Receivables from the
Seller and the Seller desires to sell such Receivables to the Purchaser; and CTL
shall service the Receivables on behalf of Purchaser and expects to service the
Receivables on behalf of the Bay View 199_-A Auto Trust and to receive the
benefits of acting as servicer in such capacities.
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
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" means this Purchase Agreement and all amendments hereof and
supplements hereto.
"Assignment" means the document of assignment attached to this Agreement as
Annex A.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in Xxx Xxxx, Xxx Xxxx, Xxxxxxx, Xxxxxxxx or San
Francisco, California are authorized or obligated by law, executive order or
governmental decree to be closed.
"Closing Date" means the date specified as such in Article II of the
Pooling and Servicing Agreement.
"Cutoff Date" means the date specified as such in the Pooling and Servicing
Agreement.
"Dealer" means the seller of a Financed Vehicle, who originated and
assigned the related Receivable to CTL under an existing agreement with CTL or
who arranged for a loan from CTL to the purchaser of a Financed Vehicle under an
existing agreement with CTL.
"Distribution Date" means, for each Collection Period, the third Business
Day after the 5th day of the following month.
"Financed Vehicle" means a new or used automobile, light truck, motorcycle,
or van, together with all accessions thereto, securing an Obligor's indebtedness
under the respective Receivable.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens, and any liens
which attach to the respective Receivable by operation of law.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel
to the Depositor, which counsel shall be acceptable to the Purchaser and the
Trustee.
"Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.
"Pooling and Servicing Agreement" means the Pooling and Servicing Agreement
by and between the Purchaser as Depositor and the Servicer and Bankers Trust
Company as Trustee dated as of ___________, 199_, providing for the issuance of
Automobile Receivable Pass-Through Certificates.
"Precomputed Receivable" means any Receivable under which the portion of a
payment allocable to earned interest (which may be referred to in the related
contract as an add-on finance charge) and the portion allocable to the Amount
Financed is determined according to the sum of periodic balances, the sum of
monthly balances, the rule of 78's or any equivalent method.
"Purchase Amount" of any Receivable, as of the close of business on the
last day of any Collection Period, means the amount equal to the sum of the
Principal Balance of such Receivable plus any unpaid interest accrued and due
during or prior to such Collection Period on such Receivable.
"Receivable" means any simple or precomputed interest installment sales
contract or installment loan and security agreement which shall appear on
Schedule A to this Agreement.
"Receivable Files" means the following documents or instruments with
respect to each Receivable:
(i) The original of the Receivable.
(ii) The original credit application fully executed by the
Obligor.
(iii) The original certificate of title or such documents that the
Seller or CTL shall keep on file, in accordance with its
customary procedures, evidencing the security interest of
the Seller in the Financed Vehicle.
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(iv) Any and all other documents that the Seller shall keep on
file, in accordance with its customary procedures, relating
to a Receivable, an Obligor, or a Financed Vehicle.
"Servicer" means initially CTL and thereafter any Person appointed as the
successor Servicer as provided in Section 14.02 of the Pooling and Servicing
Agreement.
"Trust" means the trust created by the Pooling and Servicing Agreement.
"Trustee" means Bankers Trust Company, a banking corporation organized
under the laws of the State of New York and its successors or any corporation
resulting from or surviving any merger or consolidation to which it or its
successors may be a party or any successor trustee at the time serving as
successor trustee hereunder.
"UCC" means the Uniform Commercial Code as in effect in the respective
jurisdiction.
Capitalized terms used herein but not defined herein have the meanings
assigned to them in the Pooling and Servicing Agreement.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
SECTION 2.01 PURCHASE AND SALE OF RECEIVABLES.
(a) Purchase and Sale of Receivables. Simultaneously with the
transactions occurring on the Closing Date pursuant to the Pooling and
Servicing Agreement, the Seller shall sell, transfer, assign and otherwise
convey to the Purchaser, without recourse;
(i) all right, title, and interest of the Seller in and to the
Receivables listed in Schedule A hereto;
(ii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims or
refunds of premiums on any physical damage, lender's
collateral protection, credit life, disability and
hospitalization insurance policies covering Financed
Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse to
Dealers relating to the Receivables;
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(v) all documents contained in the Receivable Files;
(vi) all monies paid thereon, and all monies due thereon,
including Accrued Interest after the Cutoff Date (but
excluding interest paid prior to the Closing Date), with
respect to the Receivables held by the Servicer; and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any contracts
with Dealers related to any "dealer reserve" or any rights to the recapture of
any dealer reserve.
(b) Receivables Purchase Price. In consideration for the
Receivables, the Purchaser shall on the Closing Date pay to the Seller the
purchase price for such Receivables, equal to the Principal Balance of such
Receivables at the Cutoff Date in the amount of $____________.
SECTION 2.02 CLOSING THE PURCHASE AND SALE.
(a) The Closing. The closing of the sale of Receivables (the
"Closing") shall take place at the offices of Silver, Xxxxxxxx & Xxxx, LLP,
0000 Xxx Xxxx Xxxxxx, Xxxxxxxxxx, X.X. 00000, on the Closing Date,
simultaneously with the closing under the Pooling and Servicing Agreement.
(b) Documents to be Delivered at the Closing.
(i) The Assignment. On or prior to the Closing, the Seller will
execute and deliver the Assignment. The Assignment shall be
in substantially the form of Annex A hereto.
(ii) Evidence of UCC Filing. The Seller shall record and file, at
its own expense, one or more financing statements with
respect to the Receivables in such manner and in such places
as required by law fully to preserve, maintain and protect
the interest of the Purchaser in the Receivables and other
property conveyed to the Purchaser hereunder, and shall
deliver a file-stamped copy of such financing statements or
other evidence of such filings to the Purchaser on or prior
to the Closing Date.
(iii) Schedule of Receivables. The Seller shall at its own
expense, on or prior to the Closing Date, indicate in its
computer files those Receivables that have been sold or
otherwise conveyed to the Purchaser pursuant to this
Agreement and deliver to the Purchaser (or to the Trustee on
the Purchaser's behalf) a computer file, hard copy or
microfiche list containing a true and complete list of all
such Receivables.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER. The
Seller hereby represents and warrants to the Purchaser as of the date hereof and
as of the Closing Date;
(a) Organization and Good Standing. The Seller has been duly
incorporated and is validly existing as a corporation and in good standing
under the laws of the State of California, and has full corporate power,
authority and legal right to execute and deliver this Agreement and to
perform the terms and provisions hereof.
(b) Due Authorization. The execution, delivery and performance
of this Agreement by the Seller has been duly authorized by all necessary
corporate action, does not require any approval or consent of any
governmental agency or authority, does not and will not violate or result
in a breach which would constitute a material default under, any agreement
for borrowed money binding upon or applicable to it or such to its property
which is material to it or its subsidiaries (whether or not consolidated)
taken as a whole, or to the best of the Seller's knowledge, any law or
governmental regulation or court decree applicable to it or such material
property, and this Agreement is the valid, binding and enforceable
obligation of the Seller except as the same may be limited by insolvency,
bankruptcy or other similar laws of general application affecting the
enforcement of creditors' rights or general equity principles.
(c) Accuracy of Information. All information heretofore
furnished by the Seller in writing to the Purchaser for purposes of or in
connection with this Agreement or any transaction contemplated hereby is
true and accurate in every material respect or based on reasonable
estimates on the date as of which such information is stated or certified.
(d) No Proceedings. There are no proceedings or investigations
pending, or, to the best knowledge of the Seller, threatened against the
Seller before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality seeking any determination or
ruling that, in the reasonable judgment of the Seller, would have a
material adverse effect on the performance by the Seller of its obligations
under this Agreement.
SECTION 3.02 REPRESENTATIONS AND WARRANTIES REGARDING THE RECEIVABLES.
The Seller makes the following representations and warranties as to the
Receivables on which the Purchaser relies in purchasing the Receivables. Such
representations and warranties speak as of the execution and delivery of the
Agreement, but shall survive the sale, transfer, and assignment of the
Receivables by the Seller to the Purchaser hereunder and by the Purchaser to the
Trustee under the Pooling and Servicing Agreement.
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(a) Characteristics of Receivables. Each Receivable (1) shall
have been either (A) originated in the United States of America by a Dealer
for the retail sale of a Financed Vehicle in the ordinary course of such
Dealer's business, shall have been purchased by CTL from such Dealer and
shall have been validly assigned by such Dealer to CTL in accordance with
its terms and, pursuant to this Agreement, by the Seller to the Purchaser
or (B) shall have been originated in the United States of America by CTL
and is validly sold and assigned, and, pursuant to this Agreement, by the
Seller to the Purchaser (2) shall have been fully and properly executed by
the parties thereto, (3) shall have created or shall create a valid,
subsisting, and enforceable first priority perfected security interest in
favor of CTL in the Financed Vehicle, which security interest shall be
assignable and shall have been validly assigned by the Seller to the
Purchaser, (4) shall contain customary and enforceable provisions such that
the rights and remedies of the holder thereof shall be adequate for
realization against the collateral of the benefits of the security, and (5)
shall bear a fixed rate of interest.
(b) Schedule of Receivables. The information set forth in
Schedule A to the Agreement shall be true and correct in all material
respects as of the closing of business on the Cutoff Date, and no selection
procedures believed to be adverse to the Certificateholders shall have been
utilized in selecting the Receivables.
(c) Compliance with Law. Each Receivable and each sale of the
related Financed Vehicle shall have complied at the time it was originated
or made and at the execution of the Agreement shall comply in all material
respects with all requirements of applicable federal, State, and local
laws, and regulations thereunder, including, without limitation, 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, and
State adaptations of the National Consumer Act and of the Uniform Consumer
Credit Code, and other applicable consumer credit laws and equal credit
opportunity and disclosure laws.
(d) Binding Obligation. Each Receivable shall represent the
genuine, legal, valid, and binding payment obligation in writing of the
Obligor, enforceable by the holder thereof in accordance with its terms.
(e) No Government Obligor. None of the Receivables shall be due
from the United States of America or any State or from any agency,
department, or instrumentality of the United States of America, any State
or any local government.
(f) Security Interest in Financed Vehicle. 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 Vehicle in favor of CTL as secured party or all necessary and
appropriate actions with respect to such Receivable shall have been
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taken to perfect a first priority security interest in the Financed Vehicle
in favor of CTL as secured party.
(g) Receivables in Force. No Receivable shall have been
satisfied, subordinated, or rescinded, nor shall any Financed Vehicle have
been released from the lien granted by the related Receivable in whole or
in part.
(h) No Waiver. No provision of a Receivable shall have been
waived.
(i) No Defenses. No right of rescission, setoff, counterclaim,
or defense shall have been asserted or threatened with respect to any
Receivable.
(j) No Liens. No liens or claims shall have been filed,
including liens for work, labor, or materials relating to a Financed
Vehicle that shall be liens prior to, or equal or coordinate with, the
security interest in the Financed Vehicle granted by the Receivable.
(k) No Default. Except for payment defaults continuing for a
period of not more than 30 days as of the Cutoff Date, no default, breach,
violation, or event permitting acceleration under the terms of any
Receivable shall have occurred; and 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 shall
have arisen; and neither CTL nor the Seller shall have waived any of the
foregoing.
(l) Insurance. Each Obligor has agreed to obtain physical damage
insurance covering the Financed Vehicle.
(m) Title. It is the intention of the Seller that the transfer
and assignment herein contemplated, taken as a whole, 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 receivership
estate in the event of the appointment of a receiver for the Seller. No
Receivable has been sold, transferred, assigned, or pledged by the Seller
to any Person other than the Purchaser, except for pledges as shall have
been duly and fully released. Immediately prior to the transfer and
assignment herein contemplated, the Seller had 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 and rights of others and the
transfer and assignment herein contemplated has been perfected under the
UCC.
(n) Lawful Assignment. No Receivable shall have been originated
in, or shall be subject to the laws of, any jurisdiction under which the
sale, transfer, and assignment of such Receivable under the Agreement or
transfers of the Certificates would be unlawful, void, or voidable.
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(o) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the
Purchaser a first priority perfected security interest in the Receivables
shall have been made.
(p) One Original. There shall be only one original executed copy
of each Receivable.
(q) Original Number of Scheduled Payments. Each Receivable shall
have not less than __ nor greater than __ monthly payments scheduled at
origination.
(r) Remaining Maturity of Receivables. Each Receivable shall
have a remaining maturity of not more than __ months.
(s) Minimum Note Rate. Each Receivable shall have a contract
rate of interest (exclusive of prepaid finance charges) equal to or greater
than _____% and less than or equal to _____%.
(t) Scheduled Payments. Each Receivable shall be not more than
30 days overdue as of the Cutoff Date.
(u) Interest Method. Each Receivable shall provide for accrual
of interest according to the simple interest method or shall be a
Precomputed Receivable and shall provide for monthly payments of principal
and interest that fully amortize the Amount Financed by maturity and for a
finance charge or yield interest at its Note Rate. The Principal Balance of
Precomputed Receivables (on an actuarial basis) as of the Cutoff Date
represents ____% of the Original Pool Balance.
(v) Latest First Payment Date. No Receivable shall have had a
first payment due after ___________, 199_.
(w) Location of Receivable Files. The Receivable Files shall be
kept at one or more of the locations listed in Annex B hereto.
(x) Composition of Receivables. Each and every Receivable listed
on Schedule A hereto shall arise from loans originated only on automobiles,
light trucks, motorcycles, vans or van conversions, at least _____% of
which (securing at least _____% of the Receivables by principal balance)
are new vehicles.
(y) Marking Records. By the Closing Date, the Seller and CTL
will have caused the portions of the electronic ledger or similar computer
records relating to the Receivables conveyed to the Purchaser hereunder to
be clearly and unambiguously marked to show that such Receivables
constitute property of the Purchaser and/or have been conveyed by Purchaser
to the Trust and constitute part of the Trust in accordance with the terms
of the Trust created under the Pooling and Servicing Agreement.
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(z) Precomputed Receivables. Each Precomputed Receivable shall
provide for, in the event that such a Receivable is prepaid, a prepayment
that fully pays the Principal Balance and includes accrued but unpaid
interest in an amount calculated using an interest rate at least equal to
its Note Rate.
SECTION 3.03 REPURCHASE UPON BREACH. The Purchaser or CTL, as the case may
be, shall inform the other parties promptly, in writing, upon the discovery of
any breach of the representations and warranties under Section 3.02. Unless the
breach shall have been cured by the second Record Date (as defined in the
Pooling and Servicing Agreement), following the discovery, CTL shall repurchase
from the Purchaser any Receivable materially and adversely affected by the
breach as of such Record Date (or, at CTL's option, the first Record Date
following the discovery). In consideration of the purchase of the Receivable,
CTL shall remit the Purchase Amount to or for the account of the Purchaser. The
sole remedy of the Purchaser shall be to require CTL to repurchase Receivables
pursuant to this Section 3.03. CTL hereby consents to the assignment by the
Purchaser of its rights under this Section 3.03 to the Trust in the Pooling and
Servicing Agreement and, in the event of such assignment, agrees to remit the
Purchase Amount in respect of any repurchased Receivable directly to the Trust
Certificate Account as provided for in the Pooling and Servicing Agreement. CTL
acknowledges that the Trust and the Surety Bond Issuer shall be third party
beneficiaries in respect of the rights and benefits arising hereunder that are
so assigned by Purchaser. Moreover, CTL hereby authorizes the Purchaser and its
assignee on behalf of CTL, to execute and deliver certificates of title for any
Financed Vehicle securing a Receivable naming CTL as secured party, and such
other documents or certificates as may be necessary in connection therewith, in
order to identify the Purchaser or its assignee, as appropriate, as the secured
party with respect to such Financed Vehicle.
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ARTICLE IV
CONDITIONS PRECEDENT TO CLOSING
The obligation of the Purchaser to purchase Receivables on the Closing Date
is subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of CTL hereunder shall be true and correct on the Closing Date
with the same effect as if then made.
(b) Documents, Other Obligations. CTL have delivered the
documents and performed all other obligations to be performed by it
hereunder.
ARTICLE V
ADDITIONAL AGREEMENTS
The Seller agrees with the Purchaser as follows:
SECTION 5.01 CONFLICTS WITH POOLING AND SERVICING AGREEMENT. To the
extent that any provision of Sections 5.02 through 5.05 of this Agreement
conflicts with any provision of the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall govern.
SECTION 5.02 PROTECTION OF RIGHT, TITLE AND INTEREST.
(a) The Seller shall execute and file such financing statements
and cause to be executed and filed such continuation statements, all in
such manner and in such places as may be required by law fully to preserve,
maintain, and protect the interest of the Purchaser and/or the
Certificateholders and the Trustee under the Pooling and Servicing
Agreement in the Receivables and in the proceeds thereof. The Seller shall
deliver (or cause to be delivered) to the Purchaser and/or the Trustee
file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could, or might make any financing
statement or continuation statement filed by the Seller in accordance with
paragraph (a) above seriously misleading within the meaning of 9-402(7) of
the UCC, unless it shall have given the Purchaser at least 60 days' prior
written notice thereof.
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(c) The Seller shall give the Purchaser at least 60 days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement (in which case the
Servicer shall file or cause to be filed such amendment or continuation
statement or new financing statement).
(d) The Seller shall cause its computer systems to be maintained
so that, from and after the time of sale under this Agreement of the
Receivables to be maintained such that the master computer records
(including any back-up archives) that refer to a Receivable shall indicate
clearly that such Receivable is owned by the Purchaser or Trustee.
Indication of the Trustee's ownership of a Receivable shall be deleted from
or modified on the Servicer's computer systems when, and only when, the
Receivable shall have been paid in full or repurchased.
(e) If at any time the Seller shall propose to sell, grant a
security interest in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender, or other transferee, the
Seller shall give to such prospective purchaser, lender, or other
transferee computer tapes, records, or print-outs (including any restored
from back-up archives) that, if they shall refer in any manner whatsoever
to any Receivable, shall indicate clearly that such Receivable has been
sold and is owned by the Purchaser or the Trustee.
(f) The Seller shall permit the Purchaser and its agents at any
time during normal business hours to inspect, audit, and make copies of and
abstracts from the Seller's records regarding any Receivable.
SECTION 5.03 SECURITY INTERESTS. 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.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01 OBLIGATIONS OF THE SELLER. The obligations of the Seller to
the Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.
SECTION 6.02 AMENDMENT. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the parties hereto.
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SECTION 6.03 TERMINATION. This Agreement shall terminate upon the
termination of the Trust pursuant to the Pooling and Servicing Agreement.
SECTION 6.04 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 6.05 NOTICES. All communications and notices pursuant hereto to
either party shall be in writing or by telegraph or telex and addressed or
delivered to it at its address (or in case of telex, at its telex number at such
address) shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by telegraph or telex, shall be
deemed given when mailed, communicated to the telegraph office or transmitted by
telex. Such notice shall be sent to (a) in the case of the Seller, California
Thrift & Loan, 000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx
Xxxxxxxx c) in the case of the Purchaser, Bay View Securitization Corporation,
000 Xxxxx Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx, Attention: Xxxxxx X. Xxxx, or
at such other address as shall be designated by Purchaser in a written notice to
Seller.
SECTION 6.06 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 unless
otherwise specified.
SECTION 6.07 GOVERNING LAW. This Agreement and the Assignment shall be
governed by and construed in accordance with the internal laws of the State of
California, without reference to its conflict of laws provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 6.08 NON-PETITION COVENANT. Seller shall not, prior to the date
which is one year and one day after the termination of this Agreement,
acquiesce, petition or otherwise invoke or cause the Trust or the Depositor to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Trust or the Depositor under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust or the Depositor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trust or the
Depositor.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
CALIFORNIA THRIFT & LOAN
By:_____________________________________
Xxxxxxx Xxxxxxxx
Its: President
------------------------------------
BAY VIEW SECURITIZATION CORPORATION,
Purchaser
By:_____________________________________
Xxxxxx X. Xxxxxxx
Its: President
------------------------------------
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ANNEX A
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency are
hereby acknowledged, California Thrift & Loan, a California corporation (the
"Seller") does hereby sell, transfer, assign and otherwise convey to Bay View
Securitization Corporation, a Delaware corporation (the "Purchaser"), without
recourse:
(i) all right, title, and interest of the Seller in and to the
Receivables listed in Schedule A hereto;
(ii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims or
refunds of premiums on any physical damage, lender's collateral
protection, credit life, disability and hospitalization
insurance policies covering Financed Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse to
Dealers relating to the Receivables;
(v) all documents contained in the Receivable Files;
(vi) all monies paid thereon, and all monies due thereon, including
Accrued Interest after the Cutoff Date, (but excluding interest
paid or due prior to the Closing Date) with respect to the
Receivables held by the Servicer; and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any contracts
with Dealers related to any "dealer reserve" or any rights to the recapture of
any dealer reserve.
Capitalized terms used but not defined in this Assignment have the meanings
assigned to them in the Purchase Agreement dated as of ___________, 199_ between
the Purchaser and the Seller.
A-1
IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the
___ day of _______________, 199_.
CALIFORNIA THRIFT & LOAN
By:_____________________________________
Name: Xxxxxxx Xxxxxxxx
-----------------------------------
Title: President
----------------------------------
A-2
SCHEDULE A
LIST OF RECEIVABLES
The Receivables consisting of motor vehicle retail installment sale
contracts originated and booked on or before ___________, 199_, aggregating
$______________ in remaining principal amount as of the Cutoff Date are listed
on the attached pages.
ANNEX B
LOCATION OF RECEIVABLES FILES
The Receivables will be held at the following California Thrift & Loan
locations:
000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000-0000
000 X. 00xx Xxxxxx, #000
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
0000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
0000 Xxxxxxxxx Xxxx., #0
Xxxxxxxx, Xxxxxxxxxx 00000-0000
0000 Xxxxxxx Xxxxxx Xxxx.
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
B-1
