EXHIBIT 10.1
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PURCHASE AGREEMENT
between
LONG BEACH ACCEPTANCE CORP.,
and
LONG BEACH ACCEPTANCE RECEIVABLES CORP.,
Dated as of __________, 20__
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TABLE OF CONTENTS
Page
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ARTICLE I CERTAIN DEFINITIONS..........................................1
ARTICLE II PURCHASE AND SALE OF RECEIVABLES............................2
ARTICLE III REPRESENTATIONS AND WARRANTIES.............................3
ARTICLE IV CONDITIONS 15
ARTICLE V COVENANTS OF LBAC...........................................17
ARTICLE VI MISCELLANEOUS PROVISIONS...................................21
ANNEX A - Defined Terms
EXHIBIT A - Assignment
SCHEDULE A - Schedule of Receivables
PURCHASE AGREEMENT dated as of __________, 20__, by and between LONG BEACH
ACCEPTANCE CORP., a Delaware corporation ("LBAC"), having its principal
executive office at Xxx Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000 and LONG
BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation (the "Transferor"),
having its principal executive office at Xxx Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxx
Xxxxxx 00000.
WHEREAS, in the regular course of its business, LBAC purchases and services
through its auto loan programs certain motor vehicle retail installment sale
contracts secured by new and used automobiles, vans, sport utility vehicles or
light duty trucks acquired from motor vehicle dealers; and
WHEREAS, LBAC and the Transferor wish to set forth the terms pursuant to
which the Receivables are to be sold by LBAC to the Transferor, which
Receivables together with the other Trust Assets will be conveyed by the
Transferor to the Issuer pursuant to the Sale and Servicing Agreement.
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
Capitalized terms used herein shall have the meanings set forth in Annex A
attached hereto.
1.1. Action by or Consent of Noteholders. Whenever any provision of this
Purchase Agreement refers to action to be taken, or consented to, by
Noteholders, such provision shall be deemed to refer to Noteholders of record as
of the Record Date immediately preceding the date on which such action is to be
taken, or consent given, by Noteholders. Solely for the purposes of any action
to be taken, or consented to, by Noteholders, any Note registered in the name of
LBAC or any Affiliate thereof (other than a Note pledged by LBAC or an Affiliate
to a nonaffiliated third party) shall be deemed not to be outstanding and the
aggregate principal balance evidenced thereby shall not be taken into account in
determining whether the requisite principal balance necessary to effect any such
action or consent has been obtained; provided, however, that, solely for the
purpose of determining whether the Indenture Trustee or Trust Collateral Agent
is entitled to rely upon any such action or consent, only Notes the Indenture
Trustee or Trust Collateral Agent knows to be so owned shall be so disregarded.
1.2. Material Adverse Effect. Whenever a determination is to be made under
this Purchase Agreement as to whether a given event, action, course of conduct
or set of facts or circumstances could or would have a material adverse effect
on the Issuer or the Noteholders (or any similar or analogous determination),
[such determination shall be made without taking into account the funds
available from claims under the Policy]. Whenever a determination is to be made
under this Purchase Agreement whether a breach of a representation, warranty or
covenant has or could have a material adverse effect on a Receivable or the
interest therein of the Issuer, the Noteholders [or the Note Insurer] (or any
similar or analogous determination), such
determination shall be made by [the Note Insurer in its sole discretion so long
as no Note Insurer Default shall have occurred and be continuing].
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
2.1. Purchase and Sale of Receivables. On the Closing Date, subject to the
terms and conditions of this Purchase Agreement, LBAC agrees to sell to the
Transferor, and the Transferor agrees to purchase from LBAC, without recourse
(subject to the obligations in this Purchase Agreement and the Sale and
Servicing Agreement), all of LBAC's right, title and interest in, to and under
the Receivables and the other Transferred Property relating thereto. The
conveyance to the Transferor of the Receivables and other Transferred Property
relating thereto is intended as a sale free and clear of all liens and it is
intended that such Transferred Property and other property of the Transferor
shall not be part of LBAC's estate in the event of the filing of a bankruptcy
petition by or against LBAC under any bankruptcy law.
(a) Transfer of Receivables. On the Closing Date and simultaneously with
the transactions to be consummated pursuant to the Sale and Servicing Agreement,
LBAC shall sell, transfer, assign, grant, set over and otherwise convey to the
Transferor, without recourse (subject to the obligations herein and in the Sale
and Servicing Agreement), all right, title and interest of LBAC in, to and
under: (i) the Receivables listed in Schedule A hereto, all monies received on
the Receivables after the Cutoff Date and, with respect to any Receivables which
are Precomputed Receivables, the related Payahead Amount, and all Liquidation
Proceeds and Recoveries received with respect to the Receivables; (ii) the
security interests in the related Financed Vehicles granted by the related
Obligors pursuant to the Receivables and any other interest of LBAC in such
Financed Vehicles, including, without limitation, the certificates of title and
any other evidence of ownership with respect to such Financed Vehicles; (iii)
any proceeds from claims on any physical damage, credit life and credit accident
and health insurance policies or certificates or the VSI Policy, if any,
relating to the related Financed Vehicles or the related Obligors, including any
rebates and premiums; (iv) property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been acquired
pursuant to the liquidation of such Receivable; (v) refunds for the costs of
extended service contracts with respect to the related Financed Vehicles,
refunds of unearned premiums with respect to credit life and credit accident and
health insurance policies or certificates covering a related Obligor or Financed
Vehicle or his or her obligations with respect to such Financed Vehicle and any
recourse to Dealers for any of the foregoing; (vi) the Legal Files and the
Receivable Files related to each Receivable and any and all other documents that
LBAC keeps on file in accordance with its customary procedures relating to the
Receivables, the related Obligors or the related Financed Vehicles; (vii) all
amounts and property from time to time held in or credited to the Lock-Box
Account, to the extent such amounts and property relate to the Receivables;
(viii) any proceeds from recourse against Dealers (other than any Chargeback
Obligations) including, without limitation, any Dealer Title Guaranties with
respect to the Receivables, with respect to the sale of the Receivables; and
(ix) the proceeds of any and all of the foregoing (collectively, the property
set forth in clauses (i) through (ix) above, the "Transferred Property").
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(b) Receivables Purchase Price. In consideration for the Receivables and
other Transferred Property described in Section 2.1(a), the Transferor shall, on
the Closing Date, pay to LBAC, the Receivables Purchase Price to LBAC on the
Closing Date. The Receivables Purchase Price shall be paid by federal wire
transfer (same day) funds.
2.2. The Closing. The sale and purchase of the Receivables and the other
Transferred Property relating thereto shall take place at a closing (the
"Closing") at the offices of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 on the Closing Date, simultaneously with the closings
under: (a) the Sale and Servicing Agreement pursuant to which the Transferor
will convey all of its right, title and interest in and to the Receivables and
the other Trust Assets to the Issuer; (b) the Indenture pursuant to which the
Issuer will pledge all of its right, title and interest in and to the
Receivables and the other Pledged Property to the Indenture Trustee for the
benefit of the Noteholders [and the Note Insurer]; (c) the Trust Agreement
pursuant to which the Issuer shall be formed and the Certificate issued to the
Transferor and (d) the Underwriting Agreement pursuant to which the Issuer shall
sell the Notes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Transferor. The Transferor
hereby represents and warrants to LBAC as of the date hereof and as of the
Closing Date, on which LBAC relies in selling the Receivables and the other
Transferred Property, on which the Issuer relies in pledging the Receivables and
the other Pledged Property to the Indenture Trustee under the Indenture [and on
which the Note Insurer will rely in issuing the Policy]:
(a) Organization and Good Standing. The Transferor is duly organized and
validly existing as a corporation in good standing under the laws of the State
of Delaware, with the corporate power and authority to own its properties and to
conduct its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the corporate
power, authority and legal right to acquire and own the Receivables and the
other Transferred Property and to convey the Receivables and the other
Transferred Property to the Issuer pursuant to the Sale and Servicing Agreement
and to perform its other obligations under this Purchase Agreement the Sale and
Servicing Agreement and any other Basic Documents to which it is a party.
(b) Due Qualification. The Transferor 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 its
property or the conduct of its business (including, without limitation, the
purchase of the Receivables from LBAC hereunder, the conveyance of the
Receivables by the Transferor pursuant to the Sale and Servicing Agreement, and
the performance of its other obligations under this Purchase Agreement, the Sale
and Servicing Agreement and the other Basic Documents to which it is a party)
shall require such qualifications, licenses and/or approvals, other than where
the failure to obtain such license or approval would not have a material adverse
effect on the ability of the Transferor to perform its obligations under this
Purchase Agreement, the Sale and Servicing Agreement or any other Basic
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Document to which it is a party, on any Receivable or on the interest therein of
the Issuer, the Noteholders [or the Note Insurer].
(c) Power and Authority. The Transferor has the power and authority to
execute and deliver this Purchase Agreement and the other Basic Documents to
which it is a party and to carry out their respective terms and the execution,
delivery and performance of this Purchase Agreement and the other Basic
Documents to which it is a party have been duly authorized by the Transferor by
all necessary corporate action.
(d) Binding Obligation. Each of this Purchase Agreement and each other
Basic Document to which the Transferor is a party shall constitute a legal,
valid and binding obligation of the Transferor enforceable in accordance with
its terms, except only as such enforcement may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.
(e) No Violation. The execution, delivery and performance by the Transferor
of this Purchase Agreement and the other Basic Documents to which it is a party
and the consummation of the transactions contemplated hereby and thereby and the
fulfillment of the terms hereof and thereof do not conflict with, result in a
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 Transferor, or any indenture, agreement, mortgage, deed of trust,
or other instrument to which the Transferor is a party or by which it is bound
or to which any of its properties are subject; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
indenture, agreement, mortgage, deed of trust, or other instrument (other than
the Basic Documents and the Credit and Security Agreement); nor violate any law,
order, rule or regulation applicable to the Transferor of any court or of any
Federal or State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or its properties.
(f) No Proceedings. There are no proceedings or investigations pending, or
to the Transferor's best knowledge, threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Transferor or its properties: (A) asserting the invalidity
of this Purchase Agreement, the Sale and Servicing Agreement, the Notes or any
other Basic Document; (B) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Purchase Agreement,
the Sale and Servicing Agreement or any other Basic Document to which it is a
party; (C) seeking any determination or ruling that might materially and
adversely affect the performance by the Transferor of its obligations under, or
the validity or enforceability of, this Purchase Agreement, the Sale and
Servicing Agreement, the Notes or any other Basic Document to which it is a
party; or (D) relating to the Transferor and which might adversely affect the
Federal or State income, excise, franchise or similar tax attributes of the
Notes.
(g) No Consents. No consent, approval, authorization or order of or
declaration or filing with any governmental authority is required to be obtained
by the Transferor for the issuance or sale of the Notes or the consummation of
the other transactions contemplated by this Purchase Agreement, the Sale and
Servicing Agreement or any other Basic Document to which it is a party, except
such as have been duly made or obtained or where the failure to obtain
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such consent, approval, authorization, order or declaration, or to make such
filing, would not have a material adverse effect on the ability of the
Transferor to perform its obligations under this Purchase Agreement, the Sale
and Servicing Agreement or any other Basic Document to which it is a party or on
any Receivable or the interest therein of the Issuer, the Noteholders [or the
Note Insurer].
(h) Valid Assignment. Each Receivable has been validly assigned by the
Transferor to the Issuer on the Closing Date pursuant to the Sale and Servicing
Agreement; and no Receivable has been sold, transferred, assigned or pledged by
the Transferor to any Person other than the Issuer.
3.2. Representations and Warranties of LBAC.
(a) LBAC hereby represents and warrants to the Transferor as of the date
hereof and as of the Closing Date on which the Transferor relies in purchasing
the Receivables and the other Transferred Property and in conveying the
Receivables and the other Trust Assets to the Issuer under the Sale and
Servicing Agreement, on which the Issuer relies in pledging the Receivables and
the other Pledged Property to the Indenture Trustee under the Indenture [and on
which the Note Insurer will rely in issuing the Policy]:
(i) Organization and Good Standing. LBAC is duly organized and validly
existing as a corporation in good standing under the laws of the State of
Delaware, with the corporate power and authority to own its properties and
to conduct its business as such properties are currently owned and such
business is presently conducted and had at all relevant times, and has, the
corporate power, authority and legal right to originate, acquire, own, sell
and service the Receivables and to perform its other obligations under this
Purchase Agreement, and the other Basic Documents to which it is a party.
(ii) Due Qualification. LBAC 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 its property or the conduct of its business (including, without
limitation, the origination of motor vehicle retail installment sale
contracts, the sale of the Receivables to the Transferor hereunder, the
servicing of the Receivables as required by the Sale and Servicing
Agreement and its other obligations hereunder, under the Sale and Servicing
Agreement and the other Basic Documents to which it is a party) shall
require such qualifications, licenses and/or approvals, other than where
the failure to obtain such license, qualification or approval would not
have a material adverse effect on the ability of the Transferor to perform
its obligations under this Purchase Agreement, the Sale and Servicing
Agreement or any other Basic Document to which it is a party or on any
Receivable or the interest therein of the Transferor, the Issuer, the
Noteholders [or the Note Insurer].
(iii) Power and Authority. LBAC has the corporate power and authority
to execute and deliver this Purchase Agreement and the other Basic
Documents to which it is a party and to carry out their respective terms;
LBAC has full corporate power and authority to sell and assign the property
sold and assigned to the Transferor hereunder and has duly authorized such
sale and assignment to the Transferor by all necessary
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corporate action; and the execution, delivery and performance of this
Purchase Agreement and the other Basic Documents to which it is a party
have been duly authorized by LBAC by all necessary corporate action.
(iv) Valid Sale; Binding Obligation. This Purchase Agreement effects a
valid sale, transfer and assignment of the Receivables and the other
Transferred Property conveyed to the Transferor pursuant to Section 2.1
hereof, enforceable against creditors of and purchasers from LBAC; and this
Purchase Agreement and each other Basic Document to which it is a party
shall constitute a legal, valid and binding obligation of LBAC enforceable
in accordance with their respective terms, except only as such enforcement
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.
(v) No Violation. The execution, delivery and performance by LBAC of
this Purchase Agreement and the other Basic Documents to which it is a
party and the consummation of the transactions contemplated hereby and
thereby and the fulfillment of the terms hereof and thereof do not and will
not conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time) a default
under, the certificate of incorporation or by-laws of LBAC, or any
indenture, agreement, mortgage, deed of trust, or other instrument to which
LBAC is a party or by which it is bound or to which any of its properties
are subject; or result in the creation or imposition of any Lien upon any
of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust, or other instrument (other than this Purchase
Agreement, the Sale and Servicing Agreement and the Indenture); or violate
any law, order, rule or regulation applicable to LBAC of any court or of
any Federal or State regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over LBAC or its
properties, in each case other than any such Lien, conflict, breach,
default or violation which would not have a material adverse effect on the
interest of the Noteholders, the Transferor, the Issuer [or the Note
Insurer], in a material portion of the Receivables or on the ability of
LBAC to perform its obligations under this Purchase Agreement, the Sale and
Servicing Agreement or any other Basic Document to which it is a party.
(vi) No Proceedings. There are no proceedings or investigations
pending, or to LBAC's best knowledge, threatened, before any court,
regulatory body, administrative agency, or other governmental
instrumentality having jurisdiction over LBAC or its properties: (A)
asserting the invalidity of this Purchase Agreement, the Sale and Servicing
Agreement, any of the other Basic Documents to which it is a party or the
Notes; (B) seeking to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Purchase Agreement, the
Sale and Servicing Agreement or any other Basic Document to which it is a
party; (C) seeking any determination or ruling that might materially and
adversely affect the performance by LBAC of its obligations under, or the
validity or enforceability of, this Purchase Agreement, the Sale and
Servicing Agreement, any of the other Basic Documents to which it is a
party or the Notes; (D) relating to LBAC and which might adversely affect
the Federal or State income, excise, franchise or similar tax attributes of
the Notes; or (E)
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that could have a material adverse effect on the Receivables or the
interest therein of the Transferor, the Issuer, the Noteholders [or the
Note Insurer].
(vii) No Consents. No consent, approval, authorization or order of or
declaration or filing with any governmental authority is required to be
obtained by LBAC for the issuance or sale of the Notes or the consummation
of the other transactions contemplated by this Purchase Agreement, the Sale
and Servicing Agreement or any of the other Basic Documents to which LBAC
is a party, except such as have been duly made or obtained, other than the
failure to obtain such consent, approval, authorization, order or
declaration, or to make such filing, would not have a material adverse
effect on the ability of LBAC to perform its obligations under the Basic
Documents to which it is a party or on any Receivable or the interest
therein of the Transferor, the Issuer, the Noteholders [or the Note
Insurer].
(viii) Financial Condition. LBAC has a positive net worth (taking into
account advances and loans from AMC or its Affiliates (other than
subsidiaries of LBAC) to LBAC) and is able to and does pay its liabilities
as they mature. LBAC is not in default under any material obligation to pay
money to any person except for matters being disputed in good faith which
do not involve an obligation of LBAC on a promissory note. LBAC will not
use the proceeds from the transactions contemplated by this Purchase
Agreement to give any preference to any creditor or class of creditors, and
this transaction will not leave LBAC with remaining assets which are
unreasonably small compared to its ongoing operations.
(ix) Fraudulent Conveyance. LBAC is not selling the Receivables to the
Transferor with any intent to hinder, delay or defraud any of its
creditors; LBAC will not be rendered insolvent as a result of the sale of
the Receivables to the Transferor.
(x) Disclosure. The LBAC Information does not contain any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(xi) Certificate, Statements and Reports. The officers certificates,
statements, reports and other documents prepared by LBAC and furnished by
LBAC to the Transferor, [the Note Insurer] or [Underwriters] pursuant to
this Purchase Agreement or any other Basic Document to which LBAC is a
party, and in connection with the transactions contemplated hereby or
thereby, when taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements contained herein or therein not misleading.
(xii) Legal Counsel, etc. LBAC has consulted with its own legal
counsel and independent accountants to the extent it has deemed necessary
regarding the tax, accounting and regulatory consequences of the
transactions contemplated by this Purchase Agreement and the other Basic
Documents, and LBAC is not participating in such transactions in reliance
on any representations of [Underwriters] or its affiliates, or their
counsel, with respect to tax, accounting and regulatory matters.
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(xiii) LBAC's Intention. The Receivables and other Transferred
Property are being transferred with the intention of removing them from
LBAC's estate pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code,
as the same may be amended from time to time.
(b) LBAC makes the following representations and warranties as to the
Receivables and the other Transferred Property relating thereto on which the
Transferor relies in accepting the Receivables and the other Trust Assets
relating thereto, on which the Issuer relies in pledging the Receivables and the
other Pledged Property to the Indenture Trustee under the Indenture [and on
which the Note Insurer will rely in issuing the Policy]:
(i) Origination Date. Each Receivable has an Origination Date on or
after ________________.
(ii) Principal Balance/Number of Contracts. As of the Cutoff Date, the
total aggregate Principal Balance of the Receivables was $___________. The
Receivables are evidenced by _____ retail installment sale contracts.
(iii) Maturity of Receivables. Each Receivable has an original term to
maturity of not less than __ months and not more than __ months; the
weighted average original term to maturity of the Receivables is __ months
as of the Cutoff Date; the remaining term to maturity of each Receivable
was __ months or less as of the Cutoff Date; the weighted average remaining
term to maturity of the Receivables was __ months as of the Cutoff Date and
each Receivable was originated on or before the Cutoff Date.
(iv) Characteristics of Receivables. (A) Each Receivable (1) has been
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,
such Dealer had all necessary licenses and permits to originate such
Receivable in the State where such Dealer was located, has been fully and
properly executed by the parties thereto and has been purchased by LBAC
from such Dealer under an existing Dealer Agreement with LBAC, in
connection with the sale of Financed Vehicles by the Dealer, and was
validly assigned by such Dealer to LBAC in accordance with its terms, (2)
has created a valid, subsisting, and enforceable first priority security
interest in favor of LBAC in the Financed Vehicle, which security interest
is assignable and has been validly assigned by LBAC to the Transferor,
which in turn has been validly assigned by the Transferor to the Issuer
pursuant to the Sale and Servicing Agreement, which in turn has been
validly assigned by the Issuer to the Indenture Trustee pursuant to the
Indenture, (3) contains customary and enforceable provisions such that the
rights and remedies of the holder or assignee thereof shall be adequate for
realization against the collateral of the benefits of the security, (4)
provides for level monthly payments that fully amortize the Amount Financed
over the original term (except for the first or last payment, which may be
minimally different from the level payment) and yield interest at the
Annual Percentage Rate, (5) has an Annual Percentage Rate of not less than
___%, (6) in the case of a Receivable that is a Precomputed Receivable, in
the event that such Receivable is prepaid, provides for a prepayment that
fully pays the Principal Balance and includes, unless prohibited by
applicable law, a full month's interest, in the month of prepayment, at the
Annual Percentage Rate, (7) is a Precomputed
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Receivable or a Simple Interest Receivable, and (8) was originated by a
Dealer to an Obligor and was sold by the Dealer to LBAC without any fraud
or misrepresentation on the part of such Dealer or on the part of the
Obligor; and (B) approximately _____% of the aggregate Principal Balance of
the Receivables, constituting _____% of the number of contracts, as of the
Cutoff Date, represents financing of used automobiles, vans, sport utility
vehicles or light duty trucks; the remainder of the Receivables represent
financing of new automobiles, vans, sport utility vehicles or light duty
trucks; approximately ____% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date were originated under the LBAC Class I
program; approximately _____% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date were originated under the LBAC Class IIA
program; approximately _____% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date were originated under the LBAC Class IIB
program; approximately _____% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date were originated under the LBAC Class III
program; approximately ____% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date were originated under the LBAC Class IV
program; no Receivable shall have a payment that is more than 29 days
overdue (calculated on the basis of a 360-day year of twelve 30-day months)
as of the Cutoff Date; _____% of the aggregate Principal Balance of the
Receivables are Precomputed Receivables and _____% of the aggregate
Principal Balance of the Receivables are Simple Interest Receivables; each
Receivable shall have a final scheduled payment due no later than
________________. Each Receivable was originated on or before the Cutoff
Date.
(v) Scheduled Receivable Payments. Each Receivable had an original
Principal Balance of not less than $________ nor more than $_________ has
an outstanding Principal Balance as of the Cutoff Date of not less than
$_______ and not more than $_________ and has a first Scheduled Receivable
Payment due, in the case of Precomputed Receivables, or a first scheduled
due date, in the case of Simple Interest Receivables, on or prior to
________________.
(vi) No Bankruptcies. No Obligor was bankrupt at the time of
origination of the related Receivable and no Obligor on any Receivable as
of the Cutoff Date was noted in the related Receivable File as having filed
for bankruptcy since origination of such Receivable and neither discharged,
dismissed nor reaffirmed.
(vii) Origination of Receivables. Based on the location of the Dealers
and the Principal Balances as of the Cutoff Date, approximately _____% of
the Receivables were originated in California, approximately _____% of the
Receivables were originated in Maryland, approximately _____% of the
Receivables were originated in New York and the remaining _____% of the
Receivables were originated in other States.
(viii) Lock-Box. Prior to the Closing Date, each Obligor will have
been notified by LBAC to make payments with respect to its respective
Receivable after the Cutoff Date directly to the Lock-Box, and will provide
each Obligor with a monthly statement in order to enable such Obligor to
make payments directly to the Lock-Box.
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(ix) Location of Legal Files; One Original. A complete Legal File with
respect to each Receivable has been or prior to the Closing Date will be
delivered to the Custodian at the location listed in Schedule B to the Sale
and Servicing Agreement. There is only one original executed copy of each
Receivable.
(x) Schedule of Receivables; Selection Procedures. The information
with respect to the Receivables set forth in the Schedule of Receivables is
true and correct in all material respects as of the close of business on
the Cutoff Date and the Closing Date, and no selection procedures adverse
to the Issuer, the Noteholders [or to the Note Insurer] have been utilized
in selecting the Receivables. The computer tape or other listing regarding
the Receivables made available to the Transferor and its assigns is true
and correct as of the Cutoff Date and the Closing Date in all respects. By
the Closing Date, LBAC will have caused the portions of LBAC's servicing
records relating to the Receivables to be clearly and unambiguously marked
to show that the Receivables constitute part of the Trust Assets and are
owned by the Issuer in accordance with the terms of the Sale and Servicing
Agreement.
(xi) Compliance with Law. Each Receivable, the sale of each Financed
Vehicle related thereto and the sale of any physical damage, credit life
and credit accident and health insurance and any extended service contracts
related thereto complied at the time the related Receivable was originated
or made and at the execution of this Purchase Agreement complies 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 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 (including amendments to the Federal
Reserve's Official Staff Commentary to Regulation Z effective October 1,
1998 concerning negative equity loans), the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, the California Automobile Sales Finance Act
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.
(xii) Binding Obligation. Each Receivable represents the genuine,
legal, valid and binding payment obligation in writing of the Obligor,
enforceable by the holder thereof in accordance with its terms, except only
as such enforcement may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally and all
parties to each Receivable had full legal capacity to execute and deliver
such Receivable and all other documents related thereto and to grant the
security interest purported to be granted thereby.
(xiii) No Government, Corporate or Fleet Obligor. None of the
Receivables is due from the United States of America or any State or from
any agency, department, or instrumentality of the United States of America
or any State. All of the Receivables are due from Obligors who are natural
persons or, if any Obligor is not a natural person, (a) such entity is an
obligor with respect to five or fewer Financed Vehicles and (b) the related
Receivable or Receivables have the benefit of the personal guaranty of a
natural
10
person or persons. No Receivable has been included in a "fleet" sale (i.e.,
a sale to any single Obligor of more than five Financed Vehicles).
(xiv) 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 LBAC as secured party, and such security interest is
prior to all other liens upon and security interests in such Financed
Vehicle which now exist or may hereafter arise or be created (except, as to
priority, for any lien for taxes, labor or materials or any other
non-consensual lien affecting Financed Vehicle arising subsequent to the
Closing Date), and either (i) all necessary and appropriate actions have
been taken that would result in the valid perfection of a first priority
security interest in the Financed Vehicle in favor of LBAC as secured
party, and the Lien Certificate for each Financed Vehicle shows, or if a
new or replacement Lien Certificate is being applied for such new or
replacement Lien Certificate will be received within 150 days of the
Closing Date and will show LBAC named as the original secured party under
any such Receivable and the holder of a first priority security interest in
such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained
with respect to such Financed Vehicle. With respect to each Receivable for
which the Lien Certificate has not yet been submitted to, or returned from,
the Registrar of Titles, LBAC has received either (i) written evidence from
the related Dealer that such Lien Certificate showing LBAC as the first
lienholder has been applied for or (ii) a Dealer Title Guaranty with
respect to such Financed Vehicle. Immediately after the sale, transfer and
assignment thereof to the Issuer, each Receivable will be secured by an
enforceable first priority security interest in the Financed Vehicle in
favor of the Issuer as secured party, which security interest is prior to
all other liens upon and security interests in such Financed Vehicle which
now exist or may hereafter arise or be created (except, as to priority, for
the lien of the Indenture and for any lien for taxes, labor or materials
affecting such Financed Vehicle and arising subsequent to the Closing
Date).
(xv) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released from
the lien granted by the related Receivable in whole or in part. No
provisions of any Receivable have been waived, altered, amended or modified
in any respect since its origination, except by instruments or documents
identified in the related Legal File on the Closing Date. No Receivable has
been modified as a result of application of the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended.
(xvi) Intentionally Omitted.
(xvii) Intentionally Omitted.
(xviii) No Defenses. As of the Closing Date, no right of rescission,
setoff, counterclaim or defense exists or has been asserted or threatened
with respect to any Receivable. The operation of the terms of any
Receivable or the exercise of any right thereunder will not render such
Receivable unenforceable in whole or in part or subject to any such right
of rescission, setoff, counterclaim, or defense.
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(xix) No Liens. As of the Closing Date, there are no liens or claims
existing or which have been filed for work, labor, storage 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.
(xx) No Default; Repossession. Except for payment delinquencies
continuing for a period of not more than twenty-nine days (calculated on
the basis of a 360-day year of twelve 30-day months), as of the Cutoff
Date, no default, breach, violation or event permitting acceleration under
the terms of any Receivable has occurred and not been cured; 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 has arisen; and LBAC shall not waive and has not
waived any of the foregoing; and no Financed Vehicle shall have been
repossessed as of the Cutoff Date.
(xxi) Insurance; other. (A) Each Obligor has obtained insurance
covering the Financed Vehicle as of the execution of the Receivable
insuring against loss and damage due to fire, theft, transportation,
collision and other risks generally covered by comprehensive and collision
coverage which is in an amount at least equal to the lesser of (x) its
maximum insurable value or (y) the principal amount due from the Obligor
under the related Receivable and names LBAC and its successors and assigns
as loss payee and each Receivable requires the Obligor to obtain and
maintain such insurance naming LBAC and its successors and assigns as an
additional insured, (B) each Receivable that finances the cost of premiums
for credit life and credit accident or health insurance is covered by an
insurance policy and certificate of insurance naming LBAC as policyholder
(creditor) under each such insurance policy and certificate of insurance
and (C) as to each Receivable that finances the cost of an extended service
contract, the respective Financed Vehicle which secures the Receivable is
covered by an extended service contract.
(xxii) Title. It is the intention of LBAC that the transfer and
assignment herein contemplated constitute a sale of the Receivables from
LBAC to the Transferor and that the beneficial interest in and title to
such Receivables not be part of the debtor's estate in the event of the
filing of a bankruptcy petition by or against LBAC under any bankruptcy
law. No Receivable has been sold, transferred, assigned, or pledged by LBAC
to any Person other than the Transferor or conveyed by the Transferor to
any Person other than the Issuer except with respect to any such pledge
that has been released on or prior to the Closing Date. Immediately prior
to the transfer and assignment herein contemplated, LBAC shall have good
and marketable title to each Receivable, and shall be the sole owner
thereof, free and clear of all Liens, claims, encumbrances, security
interests, and rights of others and, immediately upon the transfer thereof,
the Transferor shall have good and marketable title to each such
Receivable, and shall be the sole owner thereof, free and clear of all
Liens, encumbrances, security interests, and rights of others, and each
such transfer has been perfected under the UCC. Immediately prior to the
conveyance by the Transferor to the Issuer contemplated by the Sale and
Servicing Agreement, the Transferor shall have good and marketable title to
each Receivable, and shall be the sole owner thereof, free and clear of all
Liens, claims, encumbrances, security interests, and rights of others and,
immediately upon the conveyance thereof pursuant to the Sale and
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Servicing Agreement, the Issuer shall have good and marketable title to
each such Receivable, and shall be the sole owner thereof, free and clear
of all Liens, encumbrances, security interests and rights of others, and
each such transfer has been perfected under the UCC. Immediately prior to
the pledge by the Issuer to the Indenture Trustee contemplated by the
Indenture, the Issuer shall have good and marketable title to each
Receivable, and shall be the sole owner thereof, free and clear of all
Liens, claims, encumbrances, security interests, and rights of others and
such pledge has been perfected under the UCC. Without limiting the
generality of the foregoing, no Dealer has any right, title or interest in
respect of any Receivable. Neither the Transferor nor LBAC has taken any
action to convey any right to any Person that would result in such Person
having a right to payments received under any insurance policies related to
the Receivables or the Financed Vehicles or the related Dealer Agreements
or to payments due under such Receivables.
(xxiii) 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 under this Purchase Agreement shall be
unlawful, void, or voidable. LBAC has not entered into any agreement with
any account debtor that prohibits, restricts or conditions the assignment
of any portion of the Receivables.
(xxiv) All Filings Made. All filings (including, without limitation,
UCC filings) necessary in any jurisdiction to give the Indenture Trustee a
first priority perfected ownership interest in the Receivables and the
proceeds thereof and the other Transferred Property (other than the
Financed Vehicles) have been made.
(xxv) Chattel Paper. Each Receivable constitutes "chattel paper" under
the UCC.
(xxvi) Valid and Binding Obligation of Obligor. Each Receivable is the
legal, valid and binding obligation of the Obligor thereunder and is
enforceable in accordance with its terms, except only as such enforcement
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally, and all parties to such
contract had full legal capacity to execute and deliver such contract and
all other documents related thereto and to grant the security interest
purported to be granted thereby.
(xxvii) Tax Liens. As of the Closing Date, there is no lien or claims
existing or which have been filed against the related Financed Vehicle for
delinquent taxes.
(xxviii) Title Documents. (A) If a Receivable was originated in a
State in which notation of security interest on the title document of the
related Financed Vehicle is required or permitted to perfect such security
interest, the title document for such Receivable shows, or if a new or
replacement title document is being applied for with respect to such
Financed Vehicle, the title document will be received within 150 days
following the Closing Date and will show, LBAC named as the original
secured party under the related Receivable as the holder of a first
priority security interest in such Financed Vehicle and (B) if the
Receivable was originated in a State in which the filing of a financing
statement under the UCC is required to perfect a security interest in motor
13
vehicles, such filings or recordings have been duly made and show LBAC
named as the secured party under the related Receivable, and in either
case, the Indenture Trustee has the same rights as such secured party has
or would have (if such secured party were still the owner of the
Receivable) against all parties claiming an interest in such Financed
Vehicle. With respect to each Receivable for which the relevant Dealer is
temporarily unable to furnish either an original Lien Certificate or
satisfactory evidence that the appropriate lien has been recorded on the
related certificate of title or documentation has been submitted to the
appropriate state motor vehicle authority to record such lien on such
certificate of title, LBAC has received the related Dealer Title Guaranty.
(xxix) Casualty. As of the Cutoff Date, no Financed Vehicle related to
a Receivable has suffered a Casualty.
(xxx) Obligation to Dealers or Others. The Transferor and its
assignees will assume no obligation to Dealers or other originators or
holders of the Receivables (including, but not limited to under dealer
reserves) as a result of its purchase of the Receivables.
(xxxi) Full Amount Financed Advanced. The full Amount Financed of each
Receivable has been advanced to or on behalf of each Obligor, and there are
no requirements for future advances thereunder. The Obligor with respect to
each Receivable does not have any option under such Receivable to borrow
from any person additional funds secured by the Financed Vehicle.
(xxxii) No Impairment. Neither LBAC nor the Transferor has done
anything to convey any right to any Person that would result in such Person
having a right to payments due under any Receivables or otherwise to impair
the rights of the Transferor, the Issuer, the Noteholders [or the Note
Insurer] in any Receivable or the proceeds thereof.
(xxxiii) Receivables Not Assumable. No Receivable is assumable by
another Person in a manner which would release the Obligor thereof from
such Obligor's obligations to the Transferor or LBAC with respect to such
Receivable.
(xxxiv) Servicing. The servicing of each Receivable and the collection
practices relating thereto have been lawful and in accordance with the
standards set forth in the Sale and Servicing Agreement; other than LBAC
and any Back-up Servicer arrangement that has been entered into, no other
person has the right to service any Receivable.
(xxxv) Illinois Receivables. (a) LBAC does not own a substantial
interest in the business of a Dealer within the meaning of Illinois Sales
Finance Agency Act Rules and Regulations, Section 160.230(l) and (b) with
respect to each Receivable originated in the State of Illinois, (i) the
printed or typed portion of the related Form of Receivable complies with
the requirements of 815 ILCS 375/3(b) and (ii) LBAC has not, and for so
long as such Receivable is outstanding shall not, place or cause to be
placed on the related Financed Vehicle any collateral protection insurance
in violation of 815 ILCS 180/10.
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(xxxvi) California Receivables. Each Receivable originated in the
State of California has been, and at all times during the term of the Sale
and Servicing Agreement will be, serviced by the Servicer in compliance
with Cal. Civil Code ss. 2981, et seq.
(c) The representations and warranties contained in this Purchase Agreement
are made as of the execution and delivery of this Purchase Agreement, but shall
survive the sale, transfer and assignment of the Receivables and the other
Transferred Property hereunder, the conveyance thereof by the Transferor to the
Issuer under the Sale and Servicing Agreement and the pledge thereof by the
Issuer to the Indenture Trustee under the Indenture. LBAC and the Transferor
agree that the Transferor will assign to the Issuer all of the Transferor's
rights under this Purchase Agreement, the Issuer will assign to the Indenture
Trustee all of the Issuer's rights under this Purchase Agreement and that the
Indenture Trustee shall thereafter be entitled to enforce this Purchase
Agreement and directly against LBAC in the Indenture Trustee's own name on
behalf of the Noteholders; provided, however, that such representations and
warranties shall not be construed as a warranty or guaranty by LBAC as to the
future payments by any Obligor. The sale of the Receivables pursuant to this
Purchase Agreement shall be "without recourse" except for the representations,
warranties and covenants made by LBAC in this Purchase Agreement or the Sale and
Servicing Agreement.
ARTICLE IV
CONDITIONS
4.1. Conditions to Obligations of the Transferor. The obligation of the
Transferor to purchase the Receivables is subject to the satisfaction of the
following conditions:
(i) Representations and Warranties True. The representations and
warranties of LBAC hereunder shall be true and correct on the Closing Date
with the same effect as if then made, and LBAC shall have performed all
obligations to be performed by LBAC hereunder on or prior to the Closing
Date.
(ii) Computer Files Marked. LBAC shall, at its own expense, on or
prior to the Closing Date, indicate in its computer files that the
Receivables have been sold to the Transferor pursuant to this Purchase
Agreement and conveyed to the Issuer pursuant to this Sale and Servicing
Agreement and shall deliver to the Transferor the Schedule of Receivables
certified by the Chairman, the President, any Vice President or the
Treasurer of LBAC to be true, correct and complete.
(iii) Receivable Files Delivered. LBAC shall, at its own expense,
deliver the Receivable Files relating to the Receivables to the Servicer
and the Legal Files relating to the Receivables to the Custodian, in each
case at the offices specified in Schedule B to the Sale and Servicing
Agreement on or prior to the Closing Date.
(iv) Documents to be delivered by LBAC at the Closing.
(A) The Assignment. At the Closing, LBAC will execute and deliver
the Assignment. The Assignment shall be substantially in the form of
Exhibit A hereto.
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(B) Evidence of UCC-1 Filing. On or prior to the Closing Date,
LBAC shall record and file, at its own expense, a UCC-1 financing
statement in each jurisdiction (including, without limitation, the
State of Delaware) in which required by applicable law, executed by
LBAC, as seller or debtor, naming the Transferor, as purchaser or
secured party, and naming the Receivables and the other Transferred
Property conveyed hereunder as collateral, 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 such
Receivables to the Transferor. LBAC shall deliver a file-stamped copy,
or other evidence satisfactory to the Transferor of such filing, to
the Transferor on or prior to the Closing Date.
(C) Evidence of UCC-3 Filings. On or prior to the Closing Date,
LBAC shall cause to be recorded and filed, at its own expense, UCC-3
partial releases executed by GCFP in each jurisdiction in which
required by applicable law, meeting the requirements of the laws of
each such jurisdiction and in such manner as is necessary to release
all of the right, title and interest of GCFP in and to the
Receivables, including without limitation, the security interests in
the Financed Vehicles securing the Receivables and any proceeds of
such security interests or the Receivables. LBAC shall deliver
file-stamped copies, or other evidence satisfactory to the Transferor
of such filings, to each of the Transferor and [the Note Insurer] on
or prior to the Closing Date.
(D) Legal Opinions. LBAC shall have delivered to the Transferor
and [Underwriters] the legal opinion of Xxxxx Xxxxxxxxxx LLP, of
LBAC's General Counsel [and of AMC's Corporate Counsel], with respect
to bankruptcy (including true sale and nonconsolidation), corporate,
tax and such other matters as [the Note Insurer], [Underwriters] and
their counsel shall request, in each case, dated the Closing Date and
satisfactory in form and substance to [the Note Insurer],
[Underwriters] and their respective counsel.
(E) Other Documents. On or prior to the Closing Date, LBAC shall
deliver such other documents as the Transferor [or the Note Insurer]
may reasonably request.
(v) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture and the Underwritering Agreement in
respect of the Receivables shall be consummated on the Closing Date.
4.2. Conditions to Obligations of LBAC. (a) The obligation of LBAC to sell
the Receivables to the Transferor is subject to the satisfaction of the
following conditions:
(i) Representations and Warranties True. The representations and
warranties of the Transferor hereunder shall be true and correct on the
Closing Date with the same effect as if then made, and the Transferor shall
have performed all obligations to be performed by it hereunder on or prior
to the Closing Date.
(ii) Receivables Purchase Price. At the Closing Date, the Transferor
shall deliver to LBAC the Receivables Purchase Price as provided in Section
2.1(b). LBAC hereby directs the Transferor to wire the Receivables Purchase
Price to LBAC-Originations, ABA: _________, Account #___________, Long
Beach Acceptance Corp., pursuant to wire instructions to be delivered to
the Transferor on or prior to the Closing Date.
16
ARTICLE V
COVENANTS OF LBAC
LBAC agrees with the Transferor as follows; provided, however, that to the
extent that any provision of this ARTICLE V conflicts with any provision of the
Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern:
5.1. Protection of Right, Title and Interest.
(a) Filings. LBAC shall cause all financing statements and continuation
statements and any other necessary documents covering the right, title and
interest of the Transferor in and to the Receivables and the other Transferred
Property 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
(including, without limitation, the State of Delaware) fully to preserve and
protect the right, title and interest of the Transferor hereunder, the Issuer
under the Sale and Servicing Agreement and the Indenture Trustee on behalf of
the Noteholders to the Receivables and the other Transferred Property. LBAC
shall deliver to the Transferor, the Owner Trustee and [the Note Insurer] 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 Transferor shall cooperate fully with LBAC in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this Section 5.1(a). In
the event LBAC fails to perform its obligations under this subsection, the
Transferor or the Trust Collateral Agent may do so at the expense of LBAC.
(b) Name and Other Changes. At least 60 days prior to the date LBAC makes
any change in its name, identity, corporate structure which 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, LBAC shall give the Trust Collateral Agent, [the Note
Insurer] and the Transferor written notice of any such change and no later than
five days after the effective date thereof, shall file appropriate amendments to
all previously filed financing statements or continuation statements. At least
60 days prior to the date of any relocation of its principal executive office or
change in its state of incorporation, LBAC shall give the Trust Collateral
Agent, [the Note Insurer] and the Transferor written notice thereof if, as a
result of such relocation or change, 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 and LBAC shall within
five days after the effective date thereof, file any such amendment or new
financing statement. LBAC shall at all times maintain each office from which it
shall service Receivables, and its principal executive office, within the United
States of America.
(c) Accounts and Records. LBAC shall maintain accounts and records as to
each Receivable accurately and in sufficient detail to permit the reader thereof
to know at any
17
time the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each).
(d) Maintenance of Computer Systems. LBAC shall maintain its computer
systems so that, from and after the time of sale hereunder of the Receivables to
the Transferor, the conveyance of the Receivables to the Issuer and the pledge
of the Receivables to the Indenture Trustee, LBAC's master computer records
(including any back-up archives) that refer to a Receivable shall indicate
clearly that such Receivable has been sold the Transferor and thereafter
conveyed to the Issuer and pledged to the Indenture Trustee. Indication of the
Transferor's, Issuer's and Indenture Trustee's interest in a Receivable shall be
deleted from or modified on LBAC's computer systems when, and only when, the
Receivable shall have been paid in full or repurchased.
(e) Sale of Other Receivables. If at any time LBAC shall propose to sell,
grant a security interest in, or otherwise transfer any interest in any
automobile, van, sport utility vehicle or light duty truck receivables (other
than the Receivables) to any prospective purchaser, lender, or other transferee,
LBAC 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 pledged to the Indenture
Trustee unless such Receivable has been paid in full or repurchased.
(f) Access to Records. LBAC shall, upon reasonable notice, permit the
Transferor, [the Note Insurer], the Indenture Trustee, the Trust Collateral
Agent, the Servicer and their respective agents at any time during normal
business hours to inspect, audit, and make copies of and abstracts from LBAC's
records regarding any Receivable.
(g) List of Receivables. Upon request, LBAC shall furnish to the
Transferor, within five Business Days, a list of all Receivables (by contract
number and name of Obligor) then owned by the Transferor, together with a
reconciliation of such list to the Schedule of Receivables.
(h) Receivable Files. On or prior to the Closing Date, LBAC shall deliver,
either in hardcopy or electronic format, to the Servicer, as agent of the Trust
Collateral Agent pursuant to Section 3.5(b) of the Sale and Servicing Agreement,
a complete Receivable File with respect to each Receivable to be kept, either in
hardcopy or electronic format, at the location or locations listed in Schedule B
to the Sale and Servicing Agreement.
(i) Other Actions. LBAC shall from time to time, at its expense, promptly
execute and deliver all further instruments and documents (including, without
limitation, powers of attorney for the benefit of the Servicer) and take all
further action that may be necessary or desirable to permit the Servicer to
perform its obligations under the Sale and Servicing Agreement, including,
without limitation the Servicer's obligation to preserve and maintain the
perfected security interest of the Indenture Trustee in the Receivables and the
Financed Vehicles.
5.2. Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the Sale and Servicing Agreement and the pledge pursuant to the
Indenture, LBAC
18
will not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any lien on any interest therein, and LBAC
shall defend the right, title, and interest of the Transferor, the Issuer and
the Indenture Trustee in, to and under such Receivables against all claims of
third parties claiming through or under LBAC; provided, however, that LBAC's
obligations under this Section 5.2 shall terminate upon the termination of the
Issuer pursuant to the Sale and Servicing Agreement.
5.3. Chief Executive Office. During the term of the Receivables, LBAC will
maintain its chief executive office in one of the United States of America,
except Louisiana or Vermont.
5.4. Costs and Expenses. LBAC will pay all expenses incident to the
performance of its obligations under this Purchase Agreement and LBAC agrees to
pay all reasonable out-of-pocket costs and expenses of the Transferor, excluding
fees and expenses of counsel to the Transferor, in connection with the
perfection as against third parties of the Indenture Trustee's right, title and
interest in and to the Receivables and security interests in the Financed
Vehicles and the enforcement of any obligation of LBAC hereunder.
5.5. Delivery of Receivable Files and Legal Files. On or prior to the
Closing Date, LBAC shall deliver the related Receivable Files to the Servicer
and the related Legal Files to the Custodian at the locations specified in
Schedule B to the Sale and Servicing Agreement. LBAC, following receipt from the
Custodian of notification, pursuant to Section 3.4 of the Sale and Servicing
Agreement, that there has been a failure to deliver a Legal File with respect to
a Receivable or that any of the documents referred to in the definition of the
term "Legal File" are not contained in a Legal File or, if applicable, the
related Dealer is not listed on a Dealer Title Addendum, shall deliver such
Legal File or any of the aforementioned documents required to be included in
such Legal File or a Dealer Title Addendum listing such Dealer to the Custodian
no later than the Closing Date. Unless such defect with respect to such
Receivable shall have been cured by the last day of the second Collection Period
following discovery thereof, LBAC hereby agrees to repurchase any such
Receivable from the Issuer as of such last day. In consideration of the purchase
of the Receivable, LBAC shall remit the Purchase Amount in the manner specified
in Section 5.5 of the Sale and Servicing Agreement. The sole remedy hereunder of
the Indenture Trustee, the Trust Collateral Agent, the Issuer or the Noteholders
with respect to a breach of this Section 5.5 shall be to require LBAC to
repurchase the Receivable pursuant to this Section 5.5. Upon receipt of the
Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release
to LBAC or its designee the related Legal File and the Servicer to release the
related Receivable File and shall execute and deliver all instruments of
transfer or assignment, without recourse, as are prepared by LBAC and delivered
to the Trust Collateral Agent and are necessary to vest in LBAC or such designee
the Transferor's and the Issuer's right, title and interest in the Receivable.
5.6. Indemnification.
(a) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder for any liability as a result of the
failure of a Receivable to be originated in compliance with all
19
requirements of law and for any breach of any of its representations and
warranties contained herein.
(b) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder from and against any and all costs,
expenses, losses, damages, claims, and liabilities, arising out of or resulting
from the use, ownership, or operation by LBAC or any Affiliate thereof of a
Financed Vehicle.
(c) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder against any and all costs, expenses,
losses damages, claims and liabilities, arising out of or resulting from any
action taken, or failed to be taken, by LBAC in respect of any portion of the
Trust Assets other than in accordance with this Purchase Agreement and any other
Basic Document.
(d) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder from and against any and all taxes, except
for taxes on the net income of the Transferor, [the Note Insurer], the Indenture
Trustee, the Back-up Servicer, the Collateral Agent, the Trust Collateral Agent,
the Owner Trustee, the Issuer or the Noteholders, as the case may be, that may
at any time be asserted against the Transferor with respect to the transactions
contemplated herein including, without limitation, any sales, general
corporation, tangible personal property, privilege, or license taxes and costs
and expenses in defending against the same.
(e) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder from and against any and all costs,
expenses, losses, damages, claims and liabilities to the extent that such cost,
expense, loss, damage, claim or liability arose out of, or was imposed upon the
Transferor, [the Note Insurer], the Indenture Trustee, the Back-up Servicer, the
Collateral Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder, as the case may be, through the
negligence, willful misfeasance, or bad faith of LBAC in the performance of its
duties under this Purchase Agreement or any other Basic Document to which it is
a party, or by reason of reckless disregard of LBAC's obligations and duties
under this Purchase Agreement or any other Basic Document to which it is a
party.
(f) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder from and against all costs, expenses,
losses, damages, claims and liabilities arising out of or incurred in connection
with the acceptance or performance of LBAC's duties under this Purchase
Agreement and the other Basic Documents to which it is a party, including the
trusts and duties as Servicer under the Sale and Servicing Agreement, except to
the extent that such cost, expense,
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loss, damage, claim or liability shall be due to the willful misfeasance, bad
faith or negligence of the Transferor, [the Note Insurer], the Indenture
Trustee, the Back-up Servicer, the Collateral Agent, the Trust Collateral Agent,
the Owner Trustee, the Issuer or the Noteholders, as the case may be.
(g) LBAC shall defend, indemnify and hold harmless the Transferor, [the
Note Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral
Agent, the Trust Collateral Agent, the Owner Trustee, the Issuer, the
Noteholders and the Certificateholder against any and all costs, expenses,
losses, damages, claims and liabilities arising out of or resulting from the
failure of any Receivable or the sale of the related Financed Vehicle to comply
with all requirements of applicable law.
Indemnification under this Section shall include reasonable fees and
expenses of litigation and shall survive termination of the Issuer. These
indemnity obligations shall be in addition to any obligation that LBAC may
otherwise have.
5.7. Sale. LBAC agrees to treat each conveyance hereunder for all purposes
(including without limitation tax and financial accounting purposes) as a sale
on all relevant books, records, tax returns, financial statements and other
applicable documents.
5.8. Non-Petition. In the event of any breach of a representation and
warranty made by the Transferor hereunder, LBAC covenants and agrees that it
shall not, until a year and a day have passed since the date on which all
securities issued by the Issuer or a similar trust formed by the Transferor have
been paid in full, petition or otherwise invoke the process of commencing or
sustaining a case against the Transferor 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 Transferor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Transferor. The Transferor and LBAC agree that damages
will not be an adequate remedy for such breach and that this covenant may be
specifically enforced by the Transferor or by the Indenture Trustee on behalf of
the Issuer.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1. Obligations of Seller. The obligations of LBAC under this Purchase
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
6.2. Repurchase Events. LBAC hereby covenants and agrees with the
Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee,
the Trust Collateral Agent, [the Note Insurer], the Noteholders and the
Certificateholder, that (i) the occurrence of a breach of any of LBAC's
representations and warranties contained in Section 3.2(b) (without regard to
any limitations regarding LBAC's knowledge), and (ii) the failure of LBAC to
timely comply with its obligations pursuant to Section 5.5 hereof, shall
constitute events obligating LBAC to repurchase the affected Receivables
hereunder ("Repurchase Events"), at the Purchase
21
Amount from the Issuer. Unless the breach of any of LBAC's representations and
warranties shall have been cured by the last day of the second Collection Period
following the discovery thereof by or notice to LBAC of such breach, LBAC shall
repurchase any Receivable if such Receivable or the interest therein of the
Transferor, the Issuer, the Noteholders, [the Note Insurer] or the
Certificateholder is materially and adversely affected by the breach as of the
last day of such second Collection Period and, in the event that the breach
relates to a characteristic of the Receivables in the aggregate, and if the
Transferor, the Issuer, the Noteholders, [the Note Insurer] or the
Certificateholder is materially and adversely affected by such breach, unless
the breach shall have been cured by the last day of such second Collection
Period, LBAC shall purchase such aggregate Principal Balance of Receivables,
such that following such purchase such representation shall be true and correct
with respect to the remainder of the Receivables in the aggregate. The
provisions of this Section 6.2 are intended to grant the Indenture Trustee a
direct right against LBAC acting at the direction or with the consent of [the
Note Insurer] to demand performance hereunder, and in connection therewith LBAC
waives any requirement of prior demand against the Transferor and waives any
defaults it would have against the Transferor with respect to such repurchase
obligation. In addition to the foregoing, LBAC shall be under an obligation to
promptly purchase from the Transferor (in its capacity as Transferor under the
Sale and Servicing Agreement) any Receivable required to be repurchased by LBAC
pursuant to a breach of its obligations in the Sale and Servicing Agreement
including, without limitation, LBAC's repurchase obligations set forth in
Sections 3.2 and 3.4 of the Sale and Servicing Agreement. Any such purchase
described in this Section shall take place in the manner specified in Section
5.5 of the Sale and Servicing Agreement. The sole remedy hereunder of the
Noteholders, the Certificateholder, the Issuer, [the Note Insurer], the
Indenture Trustee or the Transferor against LBAC with respect to any Repurchase
Event shall be to enforce LBAC's obligation to repurchase such Receivables
pursuant to this Purchase Agreement; provided, however, that LBAC shall
indemnify the Owner Trustee, the Issuer, the Indenture Trustee, the Trust
Collateral Agent, [the Note Insurer], the Indenture Trustee, the Back-up
Servicer, the Collateral Agent, the Noteholders and the Certificateholder and
their respective officers, directors and employees against all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel, which may be asserted against or incurred by any of them, as a
result of third party claims arising out of the events or facts giving rise to a
Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral
Agent shall cause the Custodian to release the related Legal File and the
Servicer to release the related Receivable File to LBAC and to execute and
deliver all instruments of transfer or assignment, without recourse, as are
necessary to vest in LBAC the Transferor's and the Issuer's right, title and
interest in the Receivable.
6.3. Seller's Assignment of Purchased Receivables. With respect to all
Receivables repurchased by LBAC pursuant to this Purchase Agreement, the
Transferor shall assign, without recourse except as provided herein,
representation or warranty, to LBAC all the Transferor's right, title and
interest in and to such Receivables, and all security and documents relating
thereto.
6.4. Conveyance as Sale of Receivables Not Financing. The parties hereto
intend that the conveyance hereunder be a sale of the Receivables and the other
Transferred Property relating thereto from LBAC to the Transferor and not a
financing secured by such assets; and the beneficial interest in and title to
Receivables and the other Transferred Property shall
22
not be part of LBAC's estate in the event of the filing of a bankruptcy petition
by or against LBAC under any bankruptcy law. In the event that the conveyance
hereunder is for any reason not considered a sale, the parties intend that this
Purchase Agreement constitute a security agreement under the UCC (as defined in
the UCC as in effect in the State of New York) and applicable law, and LBAC
hereby grants to the Transferor a security interest in, to and under the
Receivables and the other Transferred Property, and other property conveyed
hereunder and all proceeds of any of the foregoing for the purpose of securing
payment and performance of the Notes and the Certificate and the repayment of
amounts owed to the Transferor from LBAC.
6.5. Assignment of Rights. LBAC acknowledges that (i) the Transferor will,
pursuant to the Sale and Servicing Agreement convey the Receivables and assign
its rights under this Purchase Agreement to the Issuer and (ii) the Issuer will,
pursuant to the Indenture, pledge all of its right, title and interest in the
Receivables and pledge its rights under this Purchase Agreement to the Indenture
Trustee for the benefit of the Noteholders and [the Note Insurer], and that the
representations and warranties contained in this Purchase Agreement and the
rights of the Transferor under this Purchase Agreement, including without
limitation under Sections 6.2 and 6.3 hereof, are intended to benefit the
Noteholders and [the Note Insurer]. LBAC also acknowledges that the Indenture
Trustee on behalf of the Noteholders and [the Note Insurer], as assignees of the
Transferor's rights hereunder may directly enforce, without making any prior
demand on the Transferor, all the rights of the Transferor hereunder including
without limitation the rights under Section 6.2 and 6.3 hereof. LBAC hereby
consents to such sale and assignment.
6.6. [AMC Guarantee. AMC has issued the Guarantee in favor of the Back-up
Servicer, Custodian and the Trust Collateral Agent, for the benefit of the
Noteholders, [and the Note Insurer].]
6.7. Amendment. This Purchase Agreement may be amended from time to time by
a written amendment duly executed and delivered by LBAC and the Transferor with
the prior written consent of [the Note Insurer]; provided, however, that any
such amendment that materially and adversely affects the rights of the
Noteholders must be consented to by the holders of Notes representing more than
50% of the Note Balance. The parties hereto agree to provide the Rating Agencies
with prior notice of, and a copy of, any amendment to this Purchase Agreement.
6.8. Accountants' Letters. (a) [Accountants] will review in accordance with
procedures previously agreed to by LBAC and the Transferor, certain information
with respect to the characteristics of the Receivables; (b) LBAC will cooperate
with the Transferor and [Accountants] in making available all information and
taking all steps reasonably necessary to permit such accountants to complete the
review necessary to provide the confirmation set forth in clause (a) above and
to deliver the letters required of them under the Underwriting Agreement; and
(c) [Accountants] will deliver to the Transferor a letter, dated the Closing
Date or such later date as the Prospectus shall be available, each in the form
previously agreed to by LBAC and the Transferor, with respect to the financial
and statistical information contained in the Prospectus under the captions "The
Company/Servicer" and "The Trust Property", certain information relating to the
Receivables on magnetic tape or other electronic format obtained from LBAC and
the Transferor and with respect to such other information as may be agreed in
the form of letter.
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6.9. Waivers. No failure or delay on the part of the Transferor in
exercising any power, right or remedy under this Purchase 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.
6.10. Notices. All communications and notices pursuant hereto to either
party [or to the Note Insurer] 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 in the opening portion of this Purchase Agreement
(in the case of the parties) and with respect to the Note Insurer, at
__________________________________________, Attention: ________________, Re:
Long Beach Acceptance Auto Receivables Trust 20__-_, or, in each case, 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. [A copy of all
communications and notices sent pursuant hereto to either party shall also be
sent to Ameriquest Mortgage Company, 0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel.]
6.11. Intentionally Omitted.
6.12. Intentionally Omitted.
6.13. Confidential Information. The Transferor 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 Transferor's rights hereunder, under
the Receivables, under the Sale and Servicing Agreement or as required by law.
6.14. Headings and Cross-References. The various headings in this Purchase
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Purchase Agreement. References in this
Purchase Agreement to Section names or numbers are to such Sections of this
Purchase Agreement.
6.15. Third Party Beneficiaries. The parties hereto hereby expressly agree
that each of the Indenture Trustee for the benefit of the Noteholders, the Owner
Trustee, the Certificateholder [and the Note Insurer] shall be third party
beneficiaries with respect to this Purchase Agreement, provided, however, that
no third party other than the Indenture Trustee for the benefit of the
Noteholders [and the Note Insurer], [the Note Insurer], [Underwriters] is a
third party beneficiary of this Purchase Agreement, and each such party may rely
on the representations, warranties, covenants and agreements of LBAC herein and
therein as if they were addressed to each of them. [As a third party beneficiary
to the provisions of this Purchase Agreement, the Note Insurer (so long as no
Note Insurer Default shall have occurred and be continuing) and its successors
and assigns shall be entitled to rely upon and directly enforce the provisions
of this Purchase Agreement. Except as expressly stated otherwise herein or in
the Basic Documents, any right of the Note Insurer to direct, appoint, consent
to, approve of, or take any action under this Purchase Agreement, shall be a
right exercised by the Note Insurer in its sole and absolute discretion. The
Note Insurer may disclaim any of its rights and powers under this Purchase
Agreement (but not its duties and obligations under the Policy) upon delivery of
a written notice to the Indenture Trustee.]
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6.16. Governing Law. THIS PURCHASE AGREEMENT AND THE ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (EXCEPT WITH REGARD TO
THE UCC).
6.17. Counterparts. This Purchase 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.
6.18. [Effect of Policy Expiration Date. Notwithstanding anything to the
contrary set forth herein, all references to any right of the Note Insurer to
direct, appoint, consent to, accept, approve of, take or omit to take any action
under this Purchase Agreement or any other Basic Document shall be inapplicable
at all times after the Policy Expiration Date, and (i) if such reference
provides for another party or parties to take or omit to take such action
following a Note Insurer Default, such party or parties shall also be entitled
to take or omit to take such action following the Policy Expiration Date and
(ii) if such reference does not provide for another party or parties to take or
omit to take such action following a Note Insurer Default, then the Indenture
Trustee acting at the direction of the Majorityholders shall have the right to
take or omit to take any such action following the Policy Expiration Date. In
addition, any other provision of this Purchase Agreement or any other Basic
Document which is operative based in whole or in part on whether a Note Insurer
Default has or has not occurred shall, at all times on or after the Policy
Expiration Date, be deemed to refer to whether or not the Policy Expiration Date
has occurred.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.
LONG BEACH ACCEPTANCE RECEIVABLES CORP.
By:
-------------------------------------
Name:
Title:
LONG BEACH ACCEPTANCE CORP.
By:
-------------------------------------
Name:
Title:
[Signature Page to the Purchase Agreement]
ANNEX A
DEFINED TERMS
EXHIBIT A
FORM OF ASSIGNMENT
(RECEIVABLES)
ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as of
__________, 20__ (the "Purchase Agreement") between the undersigned and Long
Beach Acceptance Receivables Corp. (the "Transferor"), the undersigned does
hereby sell, transfer, assign and otherwise convey unto the Transferor, without
recourse (subject to the obligations in the Purchase Agreement and the Sale and
Servicing Agreement), all right, title and interest of LBAC in and to: (i) the
Receivables listed in Schedule A hereto, all monies received on the Receivables
after the Cutoff Date and, with respect to any Receivables which are Precomputed
Receivables, the related Payahead Amount and all Liquidation Proceeds and
Recoveries received with respect to the Receivables; (ii) the security interests
in the related Financed Vehicles granted by the related Obligors pursuant to the
Receivables and any other interest of LBAC in such Financed Vehicles, including,
without limitation, the certificates of title and any other evidence of
ownership with respect to such Financed Vehicles; (iii) any proceeds from claims
on any physical damage, credit life and credit accident and health insurance
policies or certificates or the VSI Policy, if any, relating to the related
Financed Vehicles or the related Obligors, including any rebates or premiums;
(iv) property (including the right to receive future Liquidation Proceeds) that
secures a Receivable and that has been acquired pursuant to the liquidation of
such Receivable; (v) refunds for the costs of extended service contracts with
respect to the related Financed Vehicles, refunds of unearned premiums with
respect to credit life and credit accident and health insurance policies or
certificates covering a related Obligor or Financed Vehicle or his or her
obligations with respect to such Financed Vehicle and any recourse to Dealers
for any of the foregoing; (vi) the Legal File and the Receivable File related to
each Receivable and any and all other documents that LBAC keeps on file in
accordance with its customary procedures relating to the Receivables, the
related Obligors or the related Financed Vehicles; (vii) all amounts and
property from time to time held in or credited to the Lock-Box Account, to the
extent such amounts and property relate to the Receivables; (viii) any proceeds
from recourse against Dealers (other than any Chargeback Obligations) including,
without limitation, all Dealer Title Guaranties with respect to the sale of the
Receivables; and (ix) 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 Transferor of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Receivables, the
related Legal Files, the related 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.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Purchase Agreement.
THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES (EXCEPT WITH REGARD TO THE UCC).
A-2
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of __________, 20__.
LONG BEACH ACCEPTANCE CORP.
By:
-------------------------------------
Name:
Title:
A-3
SCHEDULE A
Schedule of Receivable
